Common use of Procedures Clause in Contracts

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person Each party entitled to indemnification under subsection this Agreement (a) or (b) (each, an "“Indemnified Party"”) of shall give notice of any pending or threatened claim against it to the party required to provide indemnification (a "Claim"), the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall give prompt written notice (including copies permit the Indemnifying Party to assume the defense of all papers served with respect to any such claim) to Claim; provided that counsel for the party to whom Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party is entitled to look (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for indemnification (all Indemnified Parties shall be at the "expense of the Indemnifying Party") of the commencement thereof), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided further that the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent its obligations under this Agreement unless the Indemnifying Party demonstrates that it is materially prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the No Indemnifying Party, (ii) in the Indemnifying Party failed to assume the investigation or defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or compromise and will not delayed), consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, or compromise which shall does not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense include an unconditional release of the Indemnified Party pursuant from all liability in respect to this subparagraph (c) but fails diligently to prosecute or settle the Third Party such Claim, then the . Each Indemnified Party shall have furnish such information regarding itself or the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The in question as an Indemnifying Party may participate in, but not control, any reasonably request in writing and as shall be reasonably required in connection with the investigation and 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 of such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyClaim.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or The party seeking indemnification under Section 7.02 (b) (an "the “Indemnified Party"”) of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall agrees to give prompt written notice (including copies of all papers served with respect to such claim) to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the "“Indemnifying Party"”) of the assertion of any claim, or the commencement thereofof any suit, action or proceeding (“Claim”) in respect of which notice shall describe in reasonable detail indemnity may be sought under such Section and will provide the nature of the Third Indemnifying 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 such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection Party. (ab) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without obtain the prior written consent of the Indemnified Party, 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”). (c) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. The If such Indemnified Party mitigates its loss after the Indemnifying Party (if has paid the Indemnified Party is entitled to under any indemnification hereunder) shall reimburse provision of this Agreement in respect of that loss, the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If must promptly notify the Indemnifying Party fails and promptly pay to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense extent of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense value of the Indemnifying Party benefit (or, if the Indemnified Party is entitled to indemnification hereunder)less, the Third Party Claim amount of any such loss previously paid by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability ) to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of that mitigation (less the Indemnified Party's defense pursuant to this Section 13.2 or ’s reasonable costs of the Indemnifying Party's participation therein at the Indemnified Party's request, and the mitigation). (e) Each Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreementuse reasonable efforts to collect any amounts available under insurance coverage, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause from any other Person alleged 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 Partyresponsible, for any Damages payable under Section 7.02.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (an "“Indemnified Party"”) of notice of any pending or threatened claim against it (a "“Claim"”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "“Indemnifying Party"”) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's ’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's ’s defense pursuant to this Section 13.2 or of the Indemnifying Party's ’s participation therein at the Indemnified Party's ’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly (a) A party seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by a Person entitled to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall give prompt written of notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of the amount of damages attributable its obligations under this Article IX except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party has an 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 extent feasible and the basis terms of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify , the Indemnifying Party shall not relieve have the right, upon written notice to the Indemnified Party within 30 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent with counsel selected by the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The 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 Third Party Claim that would impose criminal liability, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. With respect to any Third Party Claim, the defense of which the Indemnifying Party is entitled to assume, the Indemnifying Party shall be liable for the reasonable fees and expenses of outside counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof, provided the Indemnified Party has provided written notice of such failure to the Indemnifying Party and the Indemnifying Party has not cured its failure within 15 days of receiving any such notice. 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 9.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel 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 of such counsel shall have been specifically authorized in writing by the Indemnifying Party, Party or (ii) the Indemnifying Party failed named parties to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iiiincluding any impleaded parties) there shall exist or develop a conflict include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines based on advice of outside legal counsel that would ethically prohibit representation by counsel to the Indemnifying Party from representing of both the Indemnifying Party and such Indemnified PartyParty may present such counsel with a conflict of interest. If requested by the Indemnifying PartyParty assumes the defense of any Third Party Claim, the Indemnified Party agrees to shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party all witnesses, pertinent records, materials and information in contesting 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 that Claim, the Indemnifying Party elects to contestshall not, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperationThird Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness (and no later than thirty (30) days) after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. If the Indemnifying Party fails notifies the Indemnified Party that it accepts the liability identified in a Claim Notice in respect of a Direct Claim, or does not notify the Indemnified Party within 30 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to assume the defense Indemnified Party hereunder, then in each case, 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 parties shall proceed in accordance with Section 9.9. 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 parties shall proceed in accordance with Section 9.9 for the undisputed amount, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (d) Notwithstanding the provisions of Section 11.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the is brought against any Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the for purposes of any claim that an Indemnified Party shall may have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to under this Section, and the Indemnifying Party shall bear its own costs and expenses Agreement with respect to such participation. Notwithstanding Action or the other provisions of this Section 13.2, if the matters alleged therein and agrees that process may be served on each Indemnifying Party disputes its potential liability with respect to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyclaim anywhere.

Procedures. Promptly after receipt by a Person entitled to The party seeking indemnification under subsection (a) or (b) (an the "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Indemnified from the other Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so promptly notify the Indemnifying Party in writing of a claim that it believes gives rise to a claim from indemnification ("Claim"). Failure to ·so give such notice shall not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Party its obligations hereunder except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the The Indemnifying Party of will have the commencement thereof, the Indemnifying Party may, right at any time to assume and at the request of the Indemnified Party shall, participate in and control thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Partychoice; provided, however, that 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party the Claim without the prior written consent of the Indemnified Party unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. Any Indemnified Party will have the right to employ separate counsel in any action and participate in the defense thereof, which shall not but the fees and expenses of such counsel will be unreasonably withheld. The Indemnifying Party (if at the expense of the Indemnified Party is entitled to indemnification hereunderunless (i) shall reimburse the Indemnified Party for its reasonable out employment of pocket costs incurred with respect to such cooperation. If counsel will have been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party fails will have failed to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant such action or employ counsel reasonably satisfactory to the first sentence of this subparagraph Indemnified Party, (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (ciii) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have reasonably concluded that there may be defenses available to the right Indemnified Party that are different from or additional to defendthose available to the Indemnifying Party, at or (iv) the sole cost and expense Indemnified Party's counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel, in any which event the Indemnifying Party (if shall pay the cost of the Indemnified Party's counsel. In no event will the Indemnified Party is entitled consent to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by entry of any judgment or enter into any settlement with respect to the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Any Indemnified Party shall give prompt written notice notify the Indemnifying Party (including copies with reasonable detail) promptly after it becomes aware of all papers served with respect to such claim) facts supporting a claim or action for which indemnification is provided under this Article VIII, and shall provide to the party Indemnifying Party as soon as practicable thereafter all reasonably available information and documentation necessary to whom the Indemnified Party is entitled support and verify any Losses associated with such claim or action. Subject to look for indemnification (the "Indemnifying Party") of the commencement thereofSection 8.2(c)(iv), 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 the failure to so notify or provide information to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party Party, except to the extent that the Indemnifying Party demonstrates that it is has been materially prejudiced thereby. In by the Indemnified Party’s failure to give such notice, in which case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party relieved from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and obligations under this Agreement to the extent that any of such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claimmaterial prejudice. The Indemnifying Party shall be participate in and defend, contest or otherwise protect the sole judge Indemnified Party against any such claim or action by counsel of the acceptability of any compromise or settlement of any claimIndemnifying Party’s choice at the Indemnifying Party’s sole cost and expense; provided, litigation or proceeding in respect of which indemnity may be sought hereunderhowever, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of shall not make any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheld. The , conditioned or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (if Party, there is no admission or statement of fault or culpability on the part of the Indemnified Party and there is entitled to indemnification hereunder) shall reimburse an unconditional release of the Indemnified Party from all liability on any claims that are the subject of such claim or action. The Indemnified Party shall use commercially reasonable efforts upon the reasonable request of the Indemnifying Party to cooperate with and assist the Indemnifying Party in defending, contesting, or otherwise protecting the Indemnified Party against any suit, action, investigation, claim or proceeding in connection with which a claim for its reasonable out indemnification is made. The Indemnified Party shall have the right, but not the obligation, to participate at the Indemnified Party’s own expense in the defense thereof by counsel of pocket costs incurred with respect the Indemnified Party’s choice; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate counsel for the Indemnified Party if (a) the Indemnifying Party has agreed to pay such cooperationfees and expenses, or (b) counsel for the Indemnifying Party reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. If the Indemnifying Party fails timely to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c)defend, contest or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute otherwise protect against such suit, action, investigation, claim or settle the Third Party Claimproceeding, then the Indemnified Party shall have the right to defenddo so, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder)including, without limitation, the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party right to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, make any defense compromise or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's requestthereof, and the Indemnified Party shall reimburse be entitled to recover the entire cost thereof from 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, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the Indemnifying Party shall reimburse the Indemnified Party in full for all costs result of the litigation concerning such dispute. After it has been determinedsuit, by acknowledgmentaction, agreementinvestigation, claim or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyproceeding.

Procedures. Promptly after receipt by a Person entitled to Any Indemnified Party seeking indemnification under subsection this Article IV shall give written notice (a “Claim Notice”) to its corresponding Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (a) or the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (b) (an "the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party") of notice Party in connection with such claim. In the event of any pending claim, demand, action or threatened proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim against it indemnification under Section 4.1 or Section 4.2, as the case may be (a "“Third Party Claim"”), such Indemnified Party shall give prompt the applicable Indemnifying Party written notice within ten (including copies 10) days of all papers served receiving written notice of such Third Party Claim. If such Indemnified Party fails to provide each such notice with respect to Third Party Claim within such time period, the applicable Indemnifying Party will not be obligated to indemnify such Indemnified Party with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify the applicable Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party by such failure of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall notify such Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, (i) the Indemnified Party shall have the right to employ participate in such defense and to engage separate counsel in any such action of its own choosing at its own cost and to participate in the defense thereof, but the fees expense 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, (ii) the Indemnifying Party failed shall not agree to assume any compromise or settlement to which such Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the defense payment of monetary damages which shall be paid by such Indemnifying Party (subject to the limitations herein) and employ counsel or failed to diligently prosecute or settle the includes a release of such Indemnified Party from all liability in respect of such 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 PartyClaim. If requested by the Indemnifying Party, the such Indemnified Party agrees will, at the cost and expense of such Indemnifying Party (which cost and expense shall be deemed Indemnifiable Losses for purposes of applying the applicable Indemnity Cap), provide reasonable cooperation to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any defending such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails elects not to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the such Third Party Claim, then the Indemnified Party shall have may assume the right to defend, defense thereof at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder)Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of agree to any compromise or settlement to which the Indemnifying Party, Party has not consented in writing (which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense conditioned or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(cdelayed), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled If any action shall be brought against any Indemnified Party in respect of which indemnity may be sought pursuant to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim")this Agreement, such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so promptly notify the Indemnifying Party shall not relieve in writing, and the Indemnifying Party of any liability that it may shall have the right to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control assume the defense of the Third Party Claim thereof with counsel of its choice own choosing reasonably satisfactory acceptable to the such Indemnified Party. The Such 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 such Indemnified Party unless except to the extent that (ia) the employment thereof has been specifically authorized in writing by the Indemnifying PartyParty in writing, (iib) the Indemnifying Party has failed after a reasonable period of time to assume the such defense and to employ counsel or failed to diligently prosecute or settle counsel, (c) in such action there is, in the Third Party Claim or (iii) there shall exist or develop reasonable opinion of such separate counsel, a material conflict that would ethically prohibit counsel to on any material issue between the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with position of the Indemnifying Party and its counsel the position of such Indemnified Party or (d) if such action involves a Person seeking to impose any equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified under this Article VI, in contesting any Third Party Claim that which case the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against shall be responsible for the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if reasonable fees and to the extent that any expenses of no more than one such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claimseparate counsel. The Indemnifying Party will not be liable to any Indemnified Party under this Agreement (a) for any settlement by an Indemnified Party effected without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed or (b) to the sole judge extent, but only to the extent, that any Loss is attributable to any Indemnified Party’s breach of any of the acceptability of representations, warranties, covenants or agreements made by such Indemnified Party in this Agreement or in any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that Ancillary Document. If the Indemnifying Party will give assumes the defense of any action against any Indemnified Party, the Indemnifying Party reasonable shall not, without such Indemnified Party’s prior written notice of consent, enter into any such proposed settlement or compromise and will not or consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If action if such settlement, compromise or judgment (a) involves a finding or admission of wrongdoing, (b) does not include an unconditional written release by the Indemnifying Party fails to assume the defense claimant or plaintiff of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the such Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by from all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses liability with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if action or (c) imposes equitable remedies or any obligation on such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, other than the Indemnifying Party shall reimburse the payment of money damages for which such Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party will be indemnified under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyArticle VI.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) In case any claim is made, or any suit or action is commenced, against either party (b) (an "the “Indemnified Party"”) in respect of notice of any pending or threatened claim against which indemnification may be sought by it (a "Claim")under this Article 17, such the Indemnified Party shall promptly give prompt written notice (including copies of all papers served with respect to such claim) to the other party to whom the Indemnified Party is entitled to look for indemnification (the "“Indemnifying Party"”) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible thereof and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to the Indemnified Party given not relieve later than twenty (20) days after the delivery of the applicable notice, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party of any liability that it may have to any such Indemnified Party except of its election so to assume the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement defense thereof, the Indemnifying Party may, and at the request of the will not be liable to such Indemnified Party shall, participate under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in and control connection with the defense thereof other than reasonable costs of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. investigation. (b) The Indemnified Party shall have the right to employ separate its own counsel in any if the Indemnifying Party elects to assume such action and to participate in the defense thereofdefense, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party Party’s expense, unless (i) the employment thereof of such counsel has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume the such defense, thereafter ceases its defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim of such action, or (iii) the Indemnified Party has reasonably concluded that there shall exist may be defenses available to it which are different from or develop a conflict that would ethically prohibit counsel additional to those available to the Indemnifying Party from representing (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party. If requested ), in any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. . (c) The Indemnifying Party shall be promptly notify the sole judge Indemnified Party if the Indemnifying Party desires not to assume, or participate in the defense of, any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other of the acceptability of any its intention to settle or compromise or settlement of any claim, litigation suit or proceeding action against the Indemnified Party in respect of which indemnity payments may be sought by the Indemnified Party hereunder, provided that and (i) the Indemnifying Party will give the Indemnified Party reasonable prior written notice of may settle or compromise any such proposed claim, suit or action solely for the payment of money damages, but shall not agree to any other settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld. The Indemnifying Party ), and (if ii) the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party may settle or compromise any such claim, suit or action solely for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph an amount not exceeding One Thousand Dollars (c$1,000), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim or compromise any other matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Each Indemnified Party shall give prompt written notice (including copies promptly notify the Indemnifying Party of all papers served with any Claim in respect to such claim) to the party to whom of which the Indemnified Party is entitled to look be indemnified hereunder. Such notice shall be given as soon as is reasonably practicable after the Indemnified Party becomes aware of each Claim; provided, however, that failure to give prompt notice shall not adversely affect any Claim for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party hereunder except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case Party’s ability to contest any Claim that by any third-party is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claimmaterially adversely affected. The Indemnifying Party shall be have the sole judge of right, but not the acceptability obligation, at its expense, to contest, defend and litigate, and to control the contest, defense or litigation of, any Claim by any third-party alleged or asserted against any Indemnified Party arising out of any compromise or settlement of any claim, litigation or proceeding matter in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification be indemnified hereunder) . The Indemnifying Party shall promptly notify such Indemnified Party of its intention to exercise such right set forth in the immediately preceding sentence and shall reimburse the Indemnified Party for the reasonable costs and expenses paid or incurred by it prior to the assumption of such contest, defense or litigation by the Indemnifying Party. If the Indemnifying Party exercises such right in accordance with the provisions of this Section 19 and any Indemnified Party notifies the Indemnifying Party that it desires to retain separate counsel in order to participate in or proceed independently with such contest, defense or litigation, such Indemnified Party may do so at its own expense. If the Indemnifying Party fails to exercise its rights set forth in the third sentence of this paragraph, then the Indemnifying Party will reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses incurred in connection with respect to the contest, defense or litigation of such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyClaim.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or The party seeking indemnification under Section 12.02 (b) (an "the “Indemnified Party"”) of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall agrees to give prompt written notice (including copies of all papers served with respect to such claim) to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the "“Indemnifying Party"”) of the assertion of any claim, or the commencement thereofof any suit, action or proceeding (“Claim”) in respect of which notice shall describe in reasonable detail indemnity may be sought under such Section and will provide the nature of the Third Indemnifying 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 such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and 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 for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall be at control the expense defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the Indemnified defense of any Third Party unless Claim in accordance with the provisions of this Section 12.03, (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without obtain the prior written consent of the Indemnified Party, Party (which shall not be unreasonably withheld. The Indemnifying , conditioned or delayed) before entering into any settlement of such Third Party (Claim, if the settlement does not release the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred from all liabilities and obligations with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to or the first sentence of this subparagraph (c), settlement imposes injunctive or if the Indemnifying Party assumes the defense of other equitable relief against the Indemnified Party pursuant to this subparagraph and (cii) 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 be entitled to indemnification hereunder), participate in 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 defense of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent and to employ separate counsel of the Indemnifying Party, which consent shall not be unreasonably withheldits choice for such purpose. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs fees and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party such separate counsel shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall 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. Promptly after receipt by a Person entitled to indemnification under subsection (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party (b) (each, an "“Indemnified Party"”) to be entitled to any indemnification provided for under this Agreement as a result of notice of a Loss or a claim or demand made by any pending or threatened claim third Person against it the Indemnified Party (a "“Third-Party Claim"”), such Indemnified Party shall give prompt 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 (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereofThird-Party Claim, which notice shall describe describing in reasonable detail the nature facts giving rise to any claim for indemnification hereunder, the amount or method of the Third Party Claim, an estimate computation of the amount of damages attributable to the Third Party Claim to the extent feasible such claim (if known) and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not relieve release the Indemnifying Party from any of any liability that it may have to any Indemnified Party its obligations under this Article XI, except to the extent that the Indemnifying Party demonstrates that it is actually prejudiced thereby. In case any Claim that is subject to indemnification under subsection by such failure. (ab) An Indemnifying Party shall be brought against an Indemnified Party and it shall give have the right, upon written notice to the Indemnifying Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement thereofof such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The If the Indemnifying Party assumes the defense of such Third-Party Claim, 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) Party; provided, that, if, in the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ reasonable opinion of counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing for the Indemnified Party. If requested by , 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 agrees to 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 its counsel in contesting any Third Party Claim that make available to the Indemnifying Party elects to contestsuch witnesses, includingpertinent records, without limitation, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by making the Indemnifying Party. If the Indemnifying Party assumes the defense of any counterclaim against the Person asserting the Third Party Claim or any crossThird-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The , the Indemnifying Party shall be the sole judge of the acceptability of any not settle, compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any discharge such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Third-Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The unless such settlement, compromise or discharge of such Third-Party Claim by its terms obligates the Indemnifying Party (if to pay the full amount of the Liability in connection with such Third-Party Claim, and releases the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified completely in connection with such Third-Party for its reasonable out of pocket costs incurred with respect to such cooperationClaim. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), Whether or if not the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third a Third-Party Claim, then 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 right Indemnified Party shall deliver notice of such claim promptly to defendthe Indemnifying Party, at describing in reasonable detail the sole cost facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and expense of such other information with respect thereto as the Indemnifying Party (if may reasonably request. The failure to provide such notice, however, shall not release the Indemnified Indemnifying Party from any of its obligations under this Article XI except to the extent that the Indemnifying Party is entitled to indemnification hereunder), the Third Party Claim prejudiced by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settledsuch failure. The Indemnified Party shall have full control of such defense reasonably cooperate and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of assist the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, in determining the validity of any defense or settlement controlled claim for indemnity by the Indemnified Party pursuant and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to this Sectionand copies of information, records and documents relating to such matters, furnishing employees to assist in the Indemnifying Party shall bear its own costs investigation, defense and expenses resolution of such matters and providing legal and business assistance with respect to such participation. Notwithstanding the other provisions of this Section 13.2matters, if the Indemnifying Party disputes its potential liability in each case, to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of extent reasonably required by the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by Each party claiming a Person entitled right to indemnification under subsection this Article 6 (a) or (b) (an the "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to from whom the Indemnified Party such indemnification is entitled to look for indemnification or may be sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of the commencement thereofany claim as to which indemnification may be sought, 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 Indemnifying Party may participate at its own expense in the defense or, if it so elects, assume the defense (with counsel reasonably satisfactory to the Indemnified Party's request for indemnification under this Agreement; ) of any such claim and any action or proceeding resulting therefrom, including the payment of all expenses. The failure of any Indemnified Party to give notice as provided that the failure to so notify the Indemnifying Party herein shall not relieve the Indemnifying Party of any liability that it may have from its obligations to any indemnify such Indemnified Party Party, except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject Indemnified Party's failure to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to so notify results in the forfeiture by the Indemnifying Party of substantial rights and defenses. In the commencement thereof, event that the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control elects to assume the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof Indemnifying Party has been specifically authorized in writing agreed to pay such fees and expenses; (ii) any relief other than the payment of money is sought against the Indemnified Party; (iii) the use of counsel chosen by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, represent the Indemnified Party agrees to cooperate would present such counsel with a conflict of interest; or (iv) the defendants in any such action or proceeding include the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right been advised by counsel that there may be one or more legal defenses available to defend, at the sole cost and expense of it and/or any other Indemnified Party that are different from or additional to those available to the Indemnifying Party (in which case, if the such Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and notifies the Indemnifying Party shall bear its own costs and expenses with respect in writing that it elects to such participation. Notwithstanding employ separate counsel at the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the same general allegations or circumstances, be required to bear liable for the costs reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel) at any time for all Indemnified Parties, which firm or firms shall be designated in writing by the applicable Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse Parties). If the Indemnifying Party in full for all costs and expenses of elects not to defend, or if, after commencing or undertaking any such defense, the litigation concerning Indemnifying Party fails to prosecute or withdraws from such dispute. If a dispute over potential liability is resolved in favor of defense or fails to appeal any judgment adverse or unfavorable to the Indemnified Party, the Indemnifying Indemnified Party shall reimburse have the right to undertake the defense, settlement or appeal thereof (as the case may be), at the Indemnifying Party's expense. If the Indemnified Party in full for all costs assumes the defense of any such claim, investigation, action, suit, hearing or proceeding pursuant to this Section 6.03 and proposes to settle the litigation concerning such dispute. After it has been determinedsame prior to a final judgment thereon or to forgo or abandon any appeal available after final judgment thereon, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to then the Indemnified Party under this Section 13.2(c), shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall pay have the right to participate in the settlement, assume or cause reassume the defense thereof or prosecute such appeal, in each case at the Indemnifying Party's expense. The Indemnifying Party shall not, without written consent of such Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such claim, investigation, action, suit, hearing or proceeding (i) in which any relief other than the payment of money damages is or may be paid to the sought against such Indemnified Party or (ii) which does not include as an unconditional term thereof the amount of the Liability within ten business days of receipt giving by the Indemnifying claimant, Person conducting such investigation or initiating such hearing, plaintiff or petitioner to such Indemnified Party of a notice reasonably itemizing the amount release from all liability with respect to such claim, investigation, action, suit or proceeding and all other claims or causes of action (known or unknown) arising or which might arise out of the Liability but only to the extent actually paid or suffered by the Indemnified Partysame facts.

Procedures. Promptly after receipt by a Person entitled If any Action shall be brought against any Indemnified Party in respect of which indemnity may be sought pursuant to indemnification under subsection (a) this Agreement or (b) (an "Indemnified Party") of notice of any pending the Series A Amendment, or threatened claim against it (a "Claim")the Warrants, such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so promptly notify the Indemnifying Party shall not relieve in writing, and the Indemnifying Party of any liability that it may shall have the right to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control assume the defense of the Third Party Claim thereof with counsel of its choice own choosing reasonably satisfactory acceptable to the such Indemnified Party. The Such Indemnified Party shall have the right to employ separate counsel in any such action Action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the such Indemnified Party unless except to the extent that (ia) the employment thereof has been specifically authorized in writing by the Indemnifying PartyParty in writing, (iib) the Indemnifying Party has failed after a reasonable period of time to assume the such defense and to employ counsel or failed to diligently prosecute or settle counsel, (c) in such Action there is, in the Third Party Claim or (iii) there shall exist or develop reasonable opinion of such separate counsel, a material conflict that would ethically prohibit counsel to on any material issue between the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with position of the Indemnifying Party and its counsel the position of such Indemnified Party or (d) if such Action involves a Person seeking to impose any equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified under this Section 11, in contesting any Third Party Claim that which case the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against shall be responsible for the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if reasonable fees and to the extent that any expenses of no more than one such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claimseparate counsel. The Indemnifying Party will not be liable to any Indemnified Party under this Agreement (i) for any settlement by an Indemnified Party effected without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed or (ii) to the sole judge extent, but only to the extent, that any Loss is primarily attributable to any Indemnified Party’s breach of any of the acceptability of any compromise representations, warranties, covenants or settlement of any claim, litigation agreements made by such Indemnified Party in this Agreement or proceeding in respect of which indemnity may be sought hereunder, provided that the Series A Amendment or the Warrants. If the Indemnifying Party will give assumes the defense of any Action against any Indemnified Party, the Indemnifying Party reasonable shall not, without such Indemnified Party’s prior written notice of consent, enter into any such proposed settlement or compromise and will not or consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If Action if such settlement, compromise or judgment (1) involves a finding or admission of wrongdoing, (2) does not include an unconditional written release by the Indemnifying Party fails to assume the defense claimant or plaintiff of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the such Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by from all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses liability with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if Action or (3) imposes equitable remedies or any obligation on such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, other than the Indemnifying Party shall reimburse the payment of money damages for which such Indemnified Party will be indemnified in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyAgreement.

Procedures. Promptly after receipt by a Person Each party entitled to indemnification under subsection this Agreement (a) or (b) (each, an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party required to whom the Indemnified Party is entitled to look for provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the commencement thereof, which notice shall describe in reasonable detail Indemnifying Party to assume the nature defense of the Third Party any such 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 counsel for the failure to so notify Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent its obligations under this Agreement unless the Indemnifying Party demonstrates that it is materially prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the No Indemnifying Party, (ii) in the Indemnifying Party failed to assume the investigation or defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or compromise and will not delayed), consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, or compromise which shall does not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense include an unconditional release of the Indemnifying Party (if the Indemnified Party is entitled from all liability in respect 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 settledsuch Claim. The Each Indemnified Party shall have full control of furnish such defense and proceedings; provided that information regarding itself or the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The in question as an Indemnifying Party may participate in, but not control, any reasonably request in writing and as shall be reasonably required in connection with the investigation and 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 of such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyClaim.

Procedures. Promptly after receipt (a) If any Person who or which is entitled to seek indemnification under Section 10.2 (an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a Person entitled third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim")Section 10.2, such the Indemnified Party shall give prompt promptly (i) notify the party against whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (including copies of all papers served with respect to such claim“Claim Notice”) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe describing in reasonable detail the nature of the Third Party Claim, an a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of damages Losses attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's ’s request for indemnification under this Agreement; provided that the failure . Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of any liability that it may have to any the Indemnified Party Party’s indemnification hereunder, except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject by such delay or omission. (b) The Indemnifying Party shall have the right to indemnification under subsection (a) shall be brought against an defend the Indemnified Party and it shall give notice to against such Third Party Claim. If the Indemnifying Party of notifies the commencement thereof, Indemnified Party that the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Article X), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel of its choice selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.3(b). The Indemnified Indemnifying 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 full control of such counsel defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall be at not enter into any settlement agreement without the expense written consent of the Indemnified Party unless (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent of the Indemnified Party shall not be required if (i) the employment thereof has been specifically authorized in writing settlement agreement contains a complete and unconditional general release by the Indemnifying Party, third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the Indemnifying Party failed to assume settlement agreement does not contain any sanction or restriction upon the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing conduct of any business by the Indemnified PartyParty or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees 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 that which the Indemnifying Party elects to contest, including, without limitation, by including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross-cross complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Indemnified Party shall be the sole judge of the acceptability of may participate in, but not control, any compromise defense or settlement of any claimThird Party Claim controlled by the Indemnifying Party pursuant to this Section 10.3(b), litigation or proceeding in and the Indemnified Party shall bear its own costs and expenses with respect of which indemnity may be sought hereunder, provided to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent elects to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of defend the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party ClaimSection 10.3(b), then the Indemnified Party shall have the right to defend, at the sole and be reimbursed for its reasonable cost and expense of the Indemnifying Party (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 promptly and vigorously prosecuted diligently by the Indemnified Party to a final conclusion or settledParty. The 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 provided, however, that the Indemnified Party shall may not settle enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the written consent of 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 SectionSection 10.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions . (d) Any claim by an Indemnified Party on account of this Section 13.2, if Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party disputes its potential liability reasonably prompt written notice thereof, but in any event not later than 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 five (5) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party under on the terms and subject to the provisions of this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense Agreement. (e) Any indemnification payment made pursuant to this Section 13.2 or Agreement shall be net of the Indemnifying Party's participation therein at the Indemnified Party's request, any insurance proceeds and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs any indemnification reimbursement proceeds realized by and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party in respect of such claim, and 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 any Loss shall take into account any net Tax benefits attributable to the extent actually paid circumstance or suffered by the Indemnified Partyevent giving rise to such Loss.

Procedures. Promptly after receipt Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person who or which is entitled to seek indemnification under Section 9.2 (an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a Person entitled third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim")Section 9.2, such the Indemnified Party shall give prompt promptly (i) notify the Party obligated to the Indemnified Party pursuant to Section 9.2 above, (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (including copies of all papers served with respect to such claim“Claim Notice”) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe describing in reasonable detail the nature of the Third Party Claim, an a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of damages Losses attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's ’s request for indemnification under this Agreement; provided that the failure . Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of any liability that it may have to any the Indemnified Party Party’s indemnification hereunder, except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject by such delay or omission. (b) The Indemnifying Party shall have the right to indemnification under subsection (a) shall be brought against an defend the Indemnified Party and it shall give notice to against such Third Party Claim. If the Indemnifying Party of notifies the commencement thereof, Indemnified Party that the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this ARTICLE IX), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel of its choice selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 9.4(b). The Indemnified Indemnifying 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 full control of such counsel defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall be at not enter into any settlement agreement without the expense written consent of the Indemnified Party unless (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the employment thereof has been specifically authorized in writing settlement agreement contains a complete and unconditional general release by the Indemnifying Party, third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the Indemnifying Party failed to assume settlement agreement does not contain any sanction or restriction upon the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing conduct of any business by the Indemnified PartyParty or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees 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 that which the Indemnifying Party elects to contest, including, without limitation, by including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross-cross complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Indemnified Party shall be the sole judge of the acceptability of may participate in, but not control, any compromise defense or settlement of any claimThird Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), litigation or proceeding in and the Indemnified Party shall bear its own costs and expenses with respect of which indemnity may be sought hereunder, provided to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent elects to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of defend the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party ClaimSection 9.4(b), then the Indemnified Party shall have the right to defend, at the sole and be reimbursed for its reasonable cost and expense of the Indemnifying Party (but only if the Indemnified Party is actually ultimately determined to be entitled to indemnification hereunder), ) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted diligently by the Indemnified Party to a final conclusion or settledParty. The 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 provided, however, that the Indemnified Party shall may not settle enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the written consent of 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 SectionSection 9.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions . (d) Any claim by an Indemnified Party on account of this Section 13.2, if Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party disputes its potential liability 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 which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party under on the terms and subject to the provisions of this Section 13.2 Agreement. Copies of each Notice of Claim Dispute shall be sent to Contributee and if the Escrow Agent. If Contributee and Contributors fail to resolve any objection contained in such dispute Notice of Claim Dispute within twenty (20) days after the date the Notice of Claim Dispute is resolved in favor delivered to Contributee, then, at the request of the Indemnifying either Party, the Indemnifying Party they shall not be required meet in an attempt to bear the costs resolve an objection described in such Notice of Claim Dispute and expenses of the Indemnified Party's defense pursuant reach a written agreement with respect to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such disputeobjection (a “Claim Settlement Agreement”). If Contributors and Contributee enter into a dispute over potential liability is resolved in favor of the Indemnified PartyClaim Settlement Agreement, the Indemnifying Party objections contained in such Notice of Claim Dispute shall reimburse be deemed to be as resolved therein. If they are unable to resolve the Indemnified Party objection described in full for all costs such Notice of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable Claim Dispute within twenty (20) days after delivery to the Indemnified Party under this 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 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party9.5.

Procedures. Promptly after receipt by a Person entitled to ---------- indemnification under subsection (a) or (b) (an "Indemnified Party") of notice --------------------- of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve -------- the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give -------------- notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that -------- the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not -------- settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the ------------ Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the ------------ Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section ------- 13.2 or of the Indemnifying Party's participation therein at the Indemnified ---- Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay --------------- or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) Any Person desiring indemnification under this Article VII and entitled thereto (an "“Indemnified Party"”) of shall, promptly upon becoming aware thereof, give written notice of any pending or threatened claim against it (a "Claim"), thereof to the Party obligated to indemnify such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to notified Party, the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying “Responsible Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement”); provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Responsible Party of any liability that it may have to any Indemnified Party its obligations hereunder, except to the extent that the Indemnifying Responsible Party demonstrates that it is actually prejudiced thereby. In case Such notice by such Indemnified Party shall state the amount of the claim, if known, and the method of computation thereof, the nature of such claim and a reference to the provision of this Agreement upon which such claim is based, all with reasonable particularity. (b) If a claim, action, suit or Proceeding by a Person other than a Party hereto (a “Third-Party Claim”) is made against any Claim Indemnified Party, and if such Indemnified Party intends to seek indemnification with respect thereto under this Article VII, such Indemnified Party shall promptly notify the Responsible Party of such claims; provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is subject actually prejudiced thereby. (c) With respect to indemnification under subsection any Third-Party Claim, the Responsible Party shall have thirty (a30) days after receipt of such notice (or such shorter period as an answer or response is required in any Proceeding) to assume the conduct and control, at the expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall be brought against an 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 chosen by such Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at borne by the expense 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 unless Party, in connection with: (i) the employment thereof has been specifically authorized in writing by the Indemnifying Partyany Third-Party Claim seeking specific performance or other equitable remedies, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third any Third-Party Claim in which a conflict of interest exists between the Responsible Party and the Indemnified Party, or (iii) there shall exist or develop a conflict that would ethically prohibit counsel any Third-Party Claim with respect to the Indemnifying Party from representing 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 requested by the Indemnifying PartyIndemnified Party assumes the control of the defense of such Third-Party Claim because the Third-Party Claim meets one or more of the Litigation Control Conditions, the Indemnified Party agrees shall have the right to cooperate with assume control of the Indemnifying Party and its counsel in contesting any Third defense of the Third-Party Claim but shall not thereby waive any right to indemnification therefor pursuant to this Agreement; provided, however, that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will shall not consent to the an entry of any judgment or enter into any settlement with respect to any Third settle such Third-Party Claim without the prior written consent of the Indemnified Responsible Party, which shall not be unreasonably withheld. The Indemnifying Responsible Party shall, if it agrees and is reasonably expected to be able to pay the full amount thereof, be permitted independently to consent to an entry of judgment or settle any Third-Party Claim, provided that (if 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 is entitled to indemnification hereunderParty, and (iii) shall reimburse the Indemnified Party for its reasonable out settlement does not contain any findings of pocket costs incurred with respect to such cooperation. If fact or an admission of liability of guilt on the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense part of the Indemnified Party pursuant to this subparagraph Party. (cd) but fails diligently to prosecute or settle the Third Party Claim, then the Any Indemnified Party shall have cooperate in all reasonable respects with the right to defendResponsible Party and its attorneys in the investigation, trial and defense of any Third-Party Claim and any appeal arising therefrom and, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder)Responsible Party, the Third Party Claim by all appropriate shall furnish such books, records, information and testimony, and attend such conferences, discovery proceedings, which proceedings hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall be promptly include access during normal business hours afforded to the Responsible Party and vigorously prosecuted its agents and representatives to, and reasonable retention by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall of, books, records and information which have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled been identified by the Indemnified Responsible Party pursuant as being reasonably relevant to this Sectionsuch Third-Party Claim, and the Indemnifying Party shall bear its own costs making employees available on a mutually convenient basis to provide additional information and expenses with respect to such participation. Notwithstanding the other provisions explanation of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyany material provided hereunder.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Any Indemnified Party shall give prompt written notice notify the Indemnifying Party (including copies with reasonable detail) promptly after it becomes aware of all papers served with respect to such claim) facts supporting a claim or action for which indemnification is provided under this Article VII, and shall provide to the party Indemnifying Party as soon as practicable thereafter all reasonably available information and documentation necessary to whom the Indemnified Party is entitled support and verify any Losses associated with such claim or action. Subject to look for indemnification (the "Indemnifying Party") of the commencement thereofSection 7.2(c)(iv), 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 the failure to so notify or provide information to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party Party, except to the extent that the Indemnifying Party demonstrates that it is has been materially prejudiced thereby. In by the Indemnified Party’s failure to give such notice, in which case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party relieved from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and obligations under this Agreement to the extent that any of such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claimmaterial prejudice. The Indemnifying Party shall be participate in and defend, contest or otherwise protect the sole judge Indemnified Party against any such claim or action by counsel of the acceptability of any compromise or settlement of any claimIndemnifying Party’s choice at the Indemnifying Party’s sole cost and expense; provided, litigation or proceeding in respect of which indemnity may be sought hereunderhowever, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of shall not make any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheld. The , conditioned or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (if Party, there is no admission or statement of fault or culpability on the part of the Indemnified Party and there is entitled to indemnification hereunder) shall reimburse an unconditional release of the Indemnified Party from all liability on any claims that are the subject of such claim or action. The Indemnified Party shall use commercially reasonable efforts upon the reasonable request of the Indemnifying Party to cooperate with and assist the Indemnifying Party in defending, contesting, or otherwise protecting the Indemnified Party against any suit, action, investigation, claim or proceeding in connection with which a claim for its reasonable out indemnification is made. The Indemnified Party shall have the right, but not the obligation, to participate at the Indemnified Party’s own expense in the defense thereof by counsel of pocket costs incurred with respect the Indemnified Party’s choice; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate counsel for the Indemnified Party if (a) the Indemnifying Party has agreed to pay such cooperationfees and expenses, or (b) counsel for the Indemnifying Party reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. If the Indemnifying Party fails timely to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c)defend, contest or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute otherwise protect against such suit, action, investigation, claim or settle the Third Party Claimproceeding, then the Indemnified Party shall have the right to defenddo so, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder)including, without limitation, the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party right to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, make any defense compromise or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's requestthereof, and the Indemnified Party shall reimburse be entitled to recover the entire cost thereof from 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, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the Indemnifying Party shall reimburse the Indemnified Party in full for all costs result of the litigation concerning such dispute. After it has been determinedsuit, by acknowledgmentaction, agreementinvestigation, claim or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyproceeding.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) In order for a Purchaser Indemnified Party or Seller Indemnified Party (b) (an "the “Indemnified Party"”) to be entitled to any indemnification provided for under this Agreement as a result of notice of a Loss or a claim or demand made by any pending or threatened claim Person against it the Indemnified Party (a "“Third Party Claim"”), such Indemnified Party shall give prompt written deliver notice (including copies of all papers served with respect to such claim) thereof to the party to against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which written notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of damages attributable such claim (if known) and copies of any relevant documentation evidencing such claim. The failure to provide such notice, however, shall not release the Third Indemnifying Party Claim from any of its obligations under this Article IX except and solely to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the is prejudiced by such failure. (b) The Indemnifying Party of any liability that it may shall have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give right, upon written notice to the Indemnifying Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement thereofof such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The If the Indemnifying Party assumes the defense of such Third Party Claim, 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 sole cost and expense of the Indemnified Party; provided, however, that such Indemnified Party unless shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) the employment thereof has been specifically authorized in writing so requested by the Indemnifying Party, Party to participate or (ii) in the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit reasonable opinion of counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, a conflict or potential conflict exists between the Indemnified Party agrees to cooperate with and the Indemnifying Party that would make such separate representation advisable; and its counsel in contesting any Third Party Claim provided, further, that the Indemnifying Party elects shall not be required to contest, including, without limitation, by making pay for more than one such counsel for all Indemnified Parties in connection with any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. Regardless of whether the Indemnifying Party assumes the defense of any Third Party Claim, each party shall cooperate with the other party in such defense and make available all witnesses, pertinent records, materials and information in its possession or under its control relating thereto as is reasonably required by the other party. The party controlling such defense shall keep the other party hereto advised of the status of such Third-Party Claim and the defense thereof and shall consider recommendations made by the other party hereto with respect thereto. The Indemnifying Party shall be the sole judge of the acceptability of not agree to any compromise or settlement of such Third-Party Claim that imposes any claim, litigation liability or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give obligation on the Indemnified Party reasonable or that does not include a full, complete and unconditional release of the Indemnified Party from all liability with respect thereto, in each case, without the prior written notice consent of any such proposed settlement or compromise and will the Indemnified Party. The Indemnified Party shall not consent agree to the entry of any judgment or enter into any settlement with respect to any Third of such Third-Party Claim without the prior written consent of the Indemnifying Party. (c) In the event any Indemnified Party, which shall not be unreasonably withheld. The Party should have a claim against any Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of hereunder that does not involve a Third Party Claim within a reasonable period after receipt of written notice pursuant being asserted against or sought to the first sentence of this subparagraph (c)be collected from such Indemnified Party, or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have deliver notice of such claim promptly to the right Indemnifying Party, describing in reasonable detail the facts giving rise to defendany claim for indemnification hereunder, at the sole cost amount or method of computation of the amount of such claim (if known) and expense copies of any relevant documentation evidencing such claim. The failure to provide such notice, however, shall not release the Indemnifying Party (if from any of its obligations under this Article IX except to the Indemnified extent and solely that the Indemnifying Party is entitled to indemnification hereunder), the Third Party Claim prejudiced by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settledsuch failure. The Indemnified Party shall have full control of such defense reasonably cooperate and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of assist the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, in determining the validity of any defense or settlement controlled claim for indemnity by the Indemnified Party pursuant and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to this Sectionand copies of information, records and documents relating to such matters, furnishing employees to assist in the Indemnifying Party shall bear its own costs investigation, defense and expenses resolution of such matters and providing legal and business assistance with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partymatters.

Procedures. Promptly after receipt by a Person For purposes of this section, any party with an indemnification obligation under this section shall be referred to herein as an "Indemnifying Party" and any party entitled to indemnification under subsection (a) or (b) (this section shall be referred to as an "Indemnified Party") of notice of . All claims for indemnification by any pending Indemnified Party hereunder shall be asserted and resolved as set forth in this section. In the event that any written claim or threatened claim demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against it (or sought to be collected from any Indemnified Party by a "Claim")third party, such Indemnified Party shall give prompt written notice promptly, but in no event more than 30 days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (including copies which estimate shall not be conclusive of all papers served the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall have 30 days from the personal delivery or receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claimclaim or demand and (b) whether or not it desires to the party to whom defend the Indemnified Party is entitled to look for indemnification (against such claim or demand. All costs and expenses incurred by the "Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party") of . In the commencement thereof, which notice shall describe in reasonable detail event that the nature of the Third Indemnifying Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of notifies the Indemnified Party's request for indemnification under this Agreement; provided Party within the Notice Period that it desires to defend the failure to so notify Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall not relieve have the Indemnifying Party of any liability that it may have right to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of defend the Indemnified Party shall, participate (i) by appropriate proceedings and (ii) use or retain counsel in and control the connection with such defense of the Third Party Claim with counsel of its choice that is reasonably satisfactory acceptable to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel make available to the Indemnifying Party from representing the all information reasonably available to such Indemnified PartyParty relating to such claim or demand. If requested by the Indemnifying PartyIn addition, the Indemnified Party agrees to cooperate with and the Indemnifying Party shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim or demand, or to prosecute claims against third parties for contribution or on other theories of recovery related to such claim or demand. The party in charge of the defense shall keep the other party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If any Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its counsel in contesting any Third Party Claim sole cost and expense. In the event that the Indemnifying Party elects does not elect to contestdefend the claim, including, the Indemnified Party shall not settle a claim or demand without limitation, by making any counterclaim against the Person asserting consent of the Third Indemnifying Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim(which consent will not be unreasonably withheld). The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claimnot, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, Party (which shall consent will not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled ), settle, compromise or offer to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to settle or compromise any such cooperationclaim or demand. If the Indemnifying Party fails elects not to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of defend the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute against such claim or settle demand, whether by not giving the Third Indemnified Party Claimtimely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall have be the right to defend, at the sole cost and expense liability of the Indemnifying Party (if hereunder. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party is entitled will give to indemnification hereunder)the Indemnifying Party and its counsel access to, during normal business hours, the Third Party Claim by all appropriate proceedingsrelevant business records and other documents, which proceedings and shall be promptly permit them to consult with the employees and vigorously prosecuted by counsel of the Indemnified Party to a final conclusion or settledParty. The Indemnified Party shall have full control use its commercially reasonable best efforts in the defense of all such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyclaims.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection If Licensee, Licensor or their respective Affiliates (a) or (b) (in each case an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), receive any written claim which such Indemnified Party shall give prompt written notice believes is the subject of indemnity hereunder by another Party hereto (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the an "Indemnifying Party") of ), the commencement thereofIndemnified Party shall, which as soon as reasonably practicable after forming such belief, give notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable thereof to the Third Party Claim to the extent feasible and the basis of the Indemnified Indemnifying Party's request for indemnification under this Agreement; , provided that the failure to so notify give timely notice to the Indemnifying Party as contemplated hereby shall not relieve release the Indemnifying Party of from any liability that it may have to any the Indemnified Party except to the extent unless the Indemnifying Party demonstrates that it the defense of such claim is materially prejudiced therebyby such failure. In case any Claim that is subject to indemnification under subsection (a) The Indemnifying Party shall be brought against an Indemnified Party and it shall give have the right, by prompt written notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control to assume the defense of the Third Party Claim such claim at its cost, with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party , provided, however, that Licensor 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel of any claims of patent infringement related to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperationLicensed Products. If the Indemnifying Party fails to does not so assume the defense of a Third such claim or, having done so, does not diligently pursue such defense, the Indemnified Party Claim within a reasonable period after receipt may assume the defense, with counsel of written notice pursuant to its choice, but at the first sentence cost of this subparagraph (c), or if the Indemnifying Party. If the Indemnifying Party so assumes the defense defense, it shall have absolute control of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedingslitigation; provided that the Indemnified Party may, nevertheless, participate therein through counsel of its choice and at its cost. The involved Party not assuming the defense of any such claim shall not settle render all reasonable assistance to the Party assuming such Third defense, and out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. No such claim shall be settled other than by the Party Claim without defending the written same, and then only with the consent of the Indemnifying other Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by ; provided that the Indemnified Party pursuant shall have no obligation to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect consent to any settlement of any such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to claim which (i) imposes on the Indemnified Party under this Section 13.2 and if such dispute is resolved any liability or obligation which cannot be assumed or performed in favor of full by the Indemnifying Party, the Indemnifying Party shall (ii) does not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of unconditionally release the Indemnified Party, the Indemnifying Party shall reimburse the (iii) requires a statement as to or an admission of fault, culpability or failure to act by or on behalf of Indemnified Party in full for all costs or (iv) imposes any restrictions on the conduct of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or The Party seeking indemnification under Section 7.2 (b) (an "the “Indemnified Party"”) of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall agrees to give prompt written notice (including copies of all papers served with respect to such claim) to the party to Party against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the "“Indemnifying Party"”) of the assertion of any claim, or the commencement thereofof any suit, action or proceeding (“Claim”) in respect of which notice shall describe in reasonable detail indemnity may be sought under such Section and will promptly provide the nature of the Third Indemnifying Party Claim, an estimate of the amount of damages attributable such information and access to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided personnel with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection Party. (ab) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without obtain the prior written consent of the Indemnified Party, 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”). (c) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. The If such Indemnified Party mitigates its loss after the Indemnifying Party (if has paid the Indemnified Party is entitled to under any indemnification hereunder) shall reimburse provision of this Agreement in respect of that loss, the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If must promptly notify the Indemnifying Party fails and promptly pay to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense extent of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense value of the Indemnifying Party benefit (or, if the Indemnified Party is entitled to indemnification hereunder)less, the Third Party Claim amount of any such loss previously paid by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability ) to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of that mitigation (less the Indemnified Party's defense pursuant ’s reasonable costs of mitigation). (e) Each Indemnified Party shall use reasonable efforts to this collect any amounts available under insurance coverage or through indemnification, contribution or other reimbursement arrangements from any other Person alleged to be responsible, for any Damages payable under Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request7.2, and the Indemnified Party amounts received from such sources shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party offset any Damages otherwise payable under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.7.2

Procedures. Promptly after receipt by (a Any Person entitled to seeking indemnification under subsection Section 6.2 (a) or (b) (an the "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall agrees to give prompt written notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim that does not involve a Third Party Claim, which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party disputes such claim and such dispute is not resolved by the parties, such dispute shall be resolved in accordance with Section 7.9. (b If an Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under this Section, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Third Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereofClaim), 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 the any failure to so notify the Indemnifying Party timely give such notice shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party of its obligations under this Section 6 except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party demonstrates that it is prejudiced therebyParty. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the c Any Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person person or entity asserting the Third Party Claim or any cross-complaint against any Personperson or entity, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (b) (an "the “Indemnified Party"”) to be entitled to any indemnification provided for under this Agreement as a result of notice of a Loss or a claim or demand made by any pending or threatened claim Person against it the Indemnified Party (a "“Third Party Claim"”), such Indemnified Party shall give prompt written deliver notice (including copies of all papers served with respect to such claim) thereof to the party to against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which written notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and the amount or method of computation of the amount of damages attributable to such claim (if known). In connection with the Third Party Claim to the extent feasible and the basis delivery of such notice, the Indemnified Party's request for indemnification under this Agreement; provided that the failure Party shall use commercially reasonable efforts to so notify provide to the Indemnifying Party shall not relieve such other necessary 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 any liability that it may have to any Indemnified Party its obligations under this Article VII, except to the extent that the Indemnifying Party demonstrates that it is materially prejudiced thereby. In case any Claim that is subject to indemnification under subsection by such failure. (ab) The Indemnifying Party shall be brought against an Indemnified Party and it shall give have the right, upon written notice to the Indemnifying Indemnified Party, to assume the defense of any Third Party Claim at the expense of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, that the Indemnifying Party shall not have the right to defend or direct the defense of any Third Party Claim (i) that is asserted directly by or on behalf of a Person that is a material supplier or material customer of the Indemnified Party or (ii) that seeks an injunction or other equitable relief against the Indemnified Party, in which case the Indemnified Party may defend such Third Party Claim and the Indemnified Party will consult with the Indemnifying Party regarding any such defense. The If the Indemnifying Party elects not to defend such Third Party Claim, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required; provided, however, that the Indemnifying Party shall have the right to participate in the defense of any such Third Party Claim at its own expense and the Indemnified Party will consult with the Indemnifying Party regarding any such defense. (c) If the Indemnifying Party assumes the defense of such Third Party Claim, 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) Party; provided, that if in the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ reasonable opinion of counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing for the Indemnified Party. If requested by , there is a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be responsible for the sole judge reasonable fees and expenses of one counsel to such Indemnified Party in connection with such defense. The Seller and the Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of this Section 7.4) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity non-defending party as may be sought hereunderreasonably necessary for the preparation of the defense of such Third Party Claim. (d) Notwithstanding any other provision of this Agreement, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice shall not settle, or make any admission of any such proposed settlement liability, agreement or compromise and will not consent to the entry of any judgment or enter into any settlement with in respect to of, any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperationexcept as provided in this Section 7.4(d). If the Indemnifying Party fails a firm offer is made to assume the defense settle, or make any admission of liability, agreement or compromise in respect of, a Third Party Claim within without leading to liability or the creation of a reasonable period after receipt of written notice pursuant to financial or other obligation on the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense part of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle and provides, in customary form, for the unconditional release of each Indemnified Party from all Liabilities and obligations in connection with such Third Party ClaimClaim and the Indemnifying Party desires to accept and agree to such offer, then the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party shall have gives written notice to the right Indemnifying Party within 10 days after its receipt of such notice that it does not consent to defendsuch settlement, admission, agreement or compromise, the Indemnified Party may continue to contest or defend such Third Party Claim at its own expense, and in such event the sole cost and expense maximum liability of the Indemnifying Party (if as to such Third Party Claim and any related claims that such proposed settlement, admission, agreement or compromise would settle or otherwise preclude shall not exceed the amount of such offer. If the Indemnified Party is entitled fails to indemnification hereunder)give written notice to the Indemnifying Party that it does not consent to such settlement, admission, agreement or compromise within such 10-day period, the Indemnifying Party may settle, or make any admission of liability, agreement or compromise in respect of, the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by upon the terms set forth in such firm offer in respect of such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party this Section 7.4, it shall not settle such Third Party Claim agree to any settlement, admission, agreement or compromise without the written consent of the Indemnifying Party, which Party (such consent shall not to be unreasonably withheld, conditioned or delayed). (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve or result from 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 and the amount or method of computation of the amount of such claim (if known). In connection with the delivery of such notice, the Indemnified Party shall use commercially reasonable efforts to provide to the Indemnifying Party such other necessary 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 VII, except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnifying Party may participate in, but not control, shall use commercially reasonable efforts to respond in writing within 30 days of receipt of such notice. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any defense or settlement controlled claim for indemnity by the Indemnified Party pursuant and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to this Sectionand copies of information, records and documents relating to such matters, furnishing employees to assist in the Indemnifying Party shall bear its own costs investigation, defense and expenses resolution of such matters and providing legal and business assistance with respect to such participationmatters. Notwithstanding the other provisions of this Section 13.2, if If the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if does not so respond within such dispute is resolved in favor of the Indemnifying Party30-day period, the Indemnifying Party shall not be required deemed to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's requesthave rejected such claim, and in which case the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning be free to pursue such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable remedies as may be available to the Indemnified Party under this Section 13.2(c), on the Indemnifying Party shall pay or cause to be paid terms and subject to the Indemnified Party the amount provisions 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 Partythis Agreement.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or A Party (b) (an the "Indemnified Party") of notice of with respect to a Loss or claim or demand for indemnification by any pending or threatened claim Person against it such Party (a "Third Party Claim"), such Indemnified Party ) shall give prompt written notice (including copies the "Claim Notice") of all papers served with respect to such claim) Loss, claim or demand to the party to Party from whom the Indemnified Party such Claim is entitled to look for indemnification made (the "Indemnifying Party") with reasonable promptness after the Indemnified Party's receipt of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party ClaimClaim and shall provide the Indemnifying Party with such information in connection therewith as the Indemnifying Party may reasonably request. However, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify give notice of a Claim Notice shall not release the Indemnifying Party shall not relieve the Indemnifying Party from any of any liability that it may have to any Indemnified Party its obligations under this Article VII except to the extent the Indemnifying Party demonstrates that it is materially prejudiced thereby. In case any Claim that is subject to indemnification under subsection by such failure. (ab) shall be brought against an Indemnified Party and it shall give notice to 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 be entitled to assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party at its own expense (without reference to any limitations on indemnification hereunder) and satisfactory to the Indemnified Party within 15 days of the commencement thereofreceipt of the Claim Notice from the Indemnified Party in connection with such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party may, 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 at the request of the Indemnified Party shallshall be entitled to defend any such Third Party Claim, participate in at the Indemnifying Party's expense. The Indemnifying Party shall be responsible for the fees and control 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 with counsel during the Term or as provided in the first sentence of its choice reasonably satisfactory to this Section 7.4 (b), then the Indemnified PartyParty shall have the sole right to assume the defense of and settle such Third Party Claim. The If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate retain its own 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 of such counsel shall be expressly authorized in writing by the Indemnifying Party, Party or (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle parties named in the Third Party Claim or (iiiincluding any Sued Party) there shall exist or develop a conflict that would ethically prohibit counsel to include both the Indemnified Party and the Indemnifying Party from representing and representation of both the Indemnified Party. If requested Indemnifying Party by the Indemnifying Party's counsel could result in a conflict of interest with respect to such counsel. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party agrees to shall cooperate with the Indemnifying Party in such defense, at the reasonable request and its counsel expense of the Indemnifying Party, and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in contesting the Indemnified Party's possession or under the Indemnified Party's control. If the Indemnifying Party assumes the defense of any Third Party Claim that Claim, the Indemnifying Party elects to contestmay not, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall enter into any settlement or compromise, or consent to entry of any judgment, if such settlement, compromise or judgment (i) involves a discovery or admission of wrongdoing, (ii) does not be unreasonably withheld. The Indemnifying Party (if include an unconditional written release by the claimant or plaintiff of the Indemnified Party is entitled of all liability related to indemnification hereundersuch Third Party Claim, or (iii) shall reimburse impose equitable relief or any obligation on the Indemnified Party other than the payment only of money damages for its reasonable out of pocket costs incurred which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification with respect to a Loss or claim or demand under this Agreement (a "Direct Claim") shall, with reasonable promptness after becoming aware of the facts giving rise to such cooperationDirect Claim, give the Indemnifying Party notice of such Loss or claim or demand and provide the Indemnifying Party with such information regarding such Loss or claim or demand as the Indemnifying Party may reasonably request. The failure to deliver a notice of claim, however, will not release the Indemnifying Party from any of its obligations under this Article VII except to the extent the Indemnifying Party is materially prejudiced by such failure and will not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or pursuant to the terms of this Article VII. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of does not notify the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party it disputes its potential liability to the Indemnified Party under this Section 13.2 and if Agreement within 10 days of receiving a notice of claim for a Direct Claim, then the Direct Claim specified by the Indemnified Party in such dispute is resolved in favor notice of claim shall be conclusively deemed to be the liability of the Indemnifying Party, Party under this Agreement and the Indemnifying Party shall not be required pay the amount of such liability to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse on demand. If the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If agrees that it has an obligation to indemnify but asserts that it should pay a dispute over potential liability lesser amount than is resolved in favor of claimed by the Indemnified Party, the Indemnifying Party shall reimburse 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 full for all costs of a Third Party Claim may have against the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), Agreement with respect to such action or the matters asserted therein and agrees that process may be served upon each Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount in respect 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 Partysuch Claim anywhere.

Procedures. Promptly (a) A party seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by a Person entitled to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall give prompt written of notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify shall provide the Indemnifying Party shall not relieve with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of any liability that it may have to any Indemnified Party its obligations under this Article VI except to the extent that the Indemnifying Party demonstrates that it is materially prejudiced thereby. In case any Claim that is subject to indemnification under subsection by such failure. (ab) The Indemnifying Party shall be brought against an Indemnified Party and it shall give have the right, upon written notice to the Indemnifying Indemnified Party within 15 days of receipt of a Claim Notice from the commencement thereofIndemnified Party in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim (which expenses shall not be applied against any indemnity limitation herein) with counsel of its choice 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 and to settle such Third Party Claim, the Indemnified Party shall have the sole right to assume the defense of such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ 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 of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, (ii) and the Indemnifying Indemnified Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict reasonably determines that would ethically prohibit representation by counsel to the Indemnifying Party from representing the Indemnified Party. If requested by of both the Indemnifying PartyParty and such Indemnified Party may present such counsel with a conflict of interest. (c) If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party agrees to shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party all witnesses, pertinent records, materials and information in contesting 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 that Claim, the Indemnifying Party elects to contestshall not, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperationThird Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (d) If the Indemnifying Party does not assume the defense of any Third Party Claim, the Indemnifying Party shall, at the Indemnifying Party’s expense, be entitled to participate with the Indemnified Party in the defense the Third Party Claim, and the Indemnified Party shall use commercially reasonable efforts make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party. If the Indemnifying Party fails to does not assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the any Third Party Claim, then the Indemnified Party shall have not, without the right to defend, at the sole cost and expense prior written consent of the Indemnifying Party (if such consent not to be unreasonably withheld, conditioned or delayed), enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim. (e) An Indemnified Party is entitled to seeking indemnification hereunder)in respect of, the arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim by all appropriate proceedings, which proceedings shall being asserted against or sought to be promptly and vigorously prosecuted by the collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to a final conclusion or settledthe Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The Indemnified failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. (f) An indemnifying Party shall have full control a period of 45 Business Days from the date such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense received written notice of a Direct Claim to dispute the Direct Claim or settlement controlled by seek to remedy the Indemnified Party basis for the Direct Claim. If a Direct Claim is subject to indemnification pursuant to the terms of this Section, Agreement and the Indemnifying Party shall bear its own costs and expenses with respect is unable to such participation. Notwithstanding remedy the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability Direct Claim to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor reasonable satisfaction of the Indemnifying Party, the Indemnifying Party indemnification required hereunder, subject to the express limitations of this Article VI, shall not be required made by release of funds from the Indemnity Escrow Fund (to bear the costs and expenses extent of any amounts then held in the Indemnified Party's defense pursuant to this Section 13.2 Indemnity Escrow Fund, if applicable, that are available for satisfaction of such Direct Claim) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party (to the extent of any amounts not then held 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 PartyIndemnity Escrow Fund, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirementsif applicable, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party are available for satisfaction of such Direct Claim) of the amount of the Liability actual Losses in connection therewith, within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount five Business Days of the Liability but only to date when the extent actually paid or suffered by remedy period set forth in this Section 6.3(f) has expired or, if later, the Indemnified Partydate on which a disputed Direct Claim is finally resolved.

Procedures. Promptly after receipt by (i) In order for a Person Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under subsection this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person (aother than another party to this Agreement or an Affiliate of such other party) or (b) (an "against the Indemnified Party") of notice of any pending or threatened claim against it Party (a "“Third Party Claim"”), such Indemnified Party shall give prompt written deliver notice (including copies of all papers served with respect to such claim) thereof to the party to against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which written notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of damages attributable to the Third Party Claim to the extent feasible such claim (if known) and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not relieve release the Indemnifying Party from any of any liability that it may have to any Indemnified Party its obligations under this Article 8 except to the extent that the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection by such failure. (aii) The Indemnifying Party shall be brought against an Indemnified Party and it shall give have the right, upon written notice to the Indemnifying Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement thereofof such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in but not control the defense thereof, but and the fees and expenses of such counsel shall be at the sole expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the any Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of cooperate with 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 in such defense and proceedings; provided that make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not settle 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 consent. (iii) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly to the Indemnifying Party, which consent shall not be unreasonably withheld. The 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 participate inreasonably request. The failure to provide such notice, but however, shall not control, release the Indemnifying Party from any defense or settlement controlled of its obligations under this Article 8 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 pursuant and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to this Sectionand copies of information, records and documents relating to such matters, furnishing employees to assist in the Indemnifying Party shall bear its own costs investigation, defense and expenses resolution of such matters and providing reasonable legal and business assistance with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partymatters.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) A party seeking indemnification pursuant to Sections 7.2 or (b) 7.3 (an "“Indemnified Party"”) of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to from whom the Indemnified Party such indemnification is entitled to look for indemnification sought (the "“Indemnifying Party"”) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party assertion of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of claim or assessment, or the commencement thereofof any action, the Indemnifying Party maysuit, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel audit or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitationproceeding, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding a third party in respect of which indemnity may be sought hereunder, provided that hereunder (a “Third Party Claim”) and will give the Indemnifying Party will such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). Notice may be given to any Frost Group Shareholder by giving notice to the Representative (defined below). The Indemnifying Party shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Party reasonable prior written within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. If the Indemnifying Party shall fail to assume the defense of the Third Party Claim within such fifteen (15) day period, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. If the Indemnifying Party elects to assume the defense of any such proposed settlement or compromise and will Third Party Claim, the Indemnified Party shall not consent to the entry of admit any judgment or enter into any settlement liability with respect to any to, or settle, compromise or discharge such Third Party Claim without the Indemnifying Party’s prior written consent of the Indemnified Partyconsent, which shall not be unreasonably withheld. The Indemnifying Party (if In the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If event that the Indemnifying Party fails does not elect to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the any such Third Party Claim, then 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 defendparticipate, at its own expense, in the sole cost and expense defense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the any Third Party Claim by all appropriate proceedingswhich the other is defending. (c) The Indemnifying Party, which proceedings if it shall be promptly and vigorously prosecuted by have assumed the defense of any Third Party Claim in accordance with the terms hereof, shall have the right, upon fifteen (15) business days prior written notice to the Indemnified Party Party, to a final conclusion consent to the entry of judgment with respect to, or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not otherwise settle such Third Party Claim without 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 Indemnifying Indemnified Party, which consent shall . (d) Whether or 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 chooses to defend or prosecute any claim involving a third party, all the parties hereto shall bear its own costs cooperate in the defense or prosecution thereof and expenses with respect shall furnish records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability of records and information which are reasonably relevant to the Indemnified such Third Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's requestClaim, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs making employees available on a mutually convenient basis to provide additional information and expenses explanation of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Partyany material provided hereunder, and the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyits reasonable out-of-pocket expenses in connection therewith.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or A Person seeking indemnification (b) (an "the “Indemnified Party"”) of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party under Section 7.1 shall give prompt written notice (including copies of all papers served with respect to such claim) to the party other Person or Persons against which indemnification may be sought hereunder (such Person or Persons being referred to whom herein as the Indemnified Party is entitled to look for indemnification (the "“Indemnifying Party"”) of the commencement thereof, assertion of any claim in respect of which indemnity may be sought hereunder. Such notice shall describe in reasonable detail include a description of the claim and the nature and amount of the Third Party Claimapplicable Loss, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis known at such time. The failure of the an Indemnified Party's request for indemnification under this Agreement; provided that the failure Party to so notify the Indemnifying Party shall on a timely basis will not relieve the Indemnifying Party of any liability that it the Indemnifying Party may have to any the Indemnified Party except to the extent unless the Indemnifying Party demonstrates that it the defense of such action is materially prejudiced therebyby the Indemnified Party’s failure to give such notice. In case The Indemnified Party shall provide the Indemnifying Party with copies of all papers and official documents received in connection with any Claim that Claims for which indemnity is subject to indemnification under subsection (a) shall be brought against an sought hereunder and such other information with respect thereto as the Indemnifying Party may reasonably request. The Indemnified Party and it shall give notice to the Indemnifying Party shall keep each other informed of any facts or circumstances that may be of material relevance in connection with the commencement thereofLoss for which indemnification is sought. (b) The Indemnifying Party may assume, at the Indemnifying Party’s sole cost and expense, the defense of any Claim for which indemnity is sought hereunder by giving written notice thereof to the Indemnified Party within thirty (30) calendar days after the Indemnifying Party’s receipt of a notice provided pursuant to Section 7.2(a). Upon assuming the defense of a Claim, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate may appoint as lead counsel in and control the defense of the Third Claim any legal counsel selected by the Indemnifying Party Claim with counsel of its choice and reasonably satisfactory acceptable to the Indemnified Party. The In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall have immediately deliver to the right Indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party in connection with the Claim. Should the Indemnifying Party assume the defense of a Claim, except as provided in Section 7.2(c), the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the analysis, defense or settlement of the Claim other than reasonable costs of investigation. (c) Without limiting Section 7.2(b), the Indemnified Party shall be entitled to participate in, but not control, the defense of the related Claim and to employ separate counsel in any of its choice for such action and to participate in the defense thereofpurpose. However, but the fees and expenses of such counsel employment shall be at the Indemnified Party’s own expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing writing, (ii) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 7.2(b) (in which case the Indemnified Party shall control the defense) or (iii) the interests of the Indemnified Party and the Indemnifying Party with respect to such Claim are sufficiently adverse to prohibit the representation by the same counsel of both the Indemnified Party and the Indemnifying Party under Applicable Laws, ethical rules or equitable principles. (d) With respect to any Claim, the Indemnifying Party shall have the sole right to consent to the entry of any judgment or enter into any settlement with respect to such Claim, on such terms as the Indemnifying Party, in its sole discretion, deems appropriate, so long as such judgment or settlement (i) does not involve any relief other than the payment of monetary damages, which shall be paid in full by the Indemnifying Party, (ii) does not involve any finding or admission of any violation of Applicable Law by the Indemnified Party or any violation of the rights of any Person by the Indemnified Party and (iii) includes, as an unconditional term thereof, the giving by the Indemnifying Party failed or any other Person, as applicable, of a full and unconditional release of the Indemnified Party from all liability with respect to assume the defense and employ counsel or failed matters that are subject to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to such Claim. Except as set forth in this Section 7.2(d), the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall such consent not to be unreasonably withheld. The . (e) Regardless of whether the Indemnifying Party (if chooses to defend any Claim in respect of which indemnity is sought hereunder, the Indemnified Party is entitled shall, and shall cause each of its indemnitees to, cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a to, and reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted retention by the Indemnified Party of, records and information that are reasonably relevant to a final conclusion or settled. The Indemnified Party shall have full control of such defense Claim and proceedings; provided that making the Indemnified Party shall not settle such Third Party Claim without the written consent and other employees and agents available on a mutually convenient basis to provide additional information and explanation of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Sectionmaterial provided hereunder, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of its reasonable out-of-pocket expenses in connection therewith. (f) If the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable denies or fails to timely admit any of its obligations under this Article VII regarding a Claim or fails to assume and diligently conduct the defense of any such Claim or indemnify and hold harmless the Indemnified Party under this Section 13.2(c)with respect to any Losses arising out of such Claim throughout the period that such claim exists, then the Indemnifying Party’s right to defend that Claim shall terminate and the Indemnified Party may assume the defense of, and settle, such Claim with counsel of its own choice and on such terms as the Indemnified Party deems appropriate, without any obligation to obtain the consent of the Indemnifying Party. Additionally, the Indemnifying Party shall pay or cause will be obligated to be paid to indemnify and hold harmless the Indemnified Party the amount of the Liability within ten business days of receipt by for such defense and settlement if the Indemnifying Party of a notice reasonably itemizing is determined to have breached its obligations under this Article VII with respect to such Claim and the amount of the Liability but only Claim is subject to the extent actually paid or suffered by the Indemnified Partyindemnification provisions of this Article VII.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or Any Person seeking indemnification under Section 6.2 (b) (an the "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall agrees to give prompt written notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim that does not involve a Third Party Claim, which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party disputes such claim and such dispute is not resolved by the parties, such dispute shall be resolved in accordance with Section 7.9. (b) If an Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under this Section, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Third Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereofClaim), 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 the any failure to so notify the Indemnifying Party timely give such notice shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party of its obligations under this Section 6 except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection Party. (ac) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Any Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person person or entity asserting the Third Party Claim or any cross-complaint against any Personperson or entity, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. . (d) If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. . (e) Notwithstanding the other provisions of this Section 13.26.3, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 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 13.2 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 Legal Requirementslaw, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c)6, the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party. (g) In the event a Third Party Claim is brought in which the liability as between the Partnership and the Contributor is alleged to be joint (it being agreed that any Third Party Claim related to a Pre-Closing Contingent Liability shall be deemed joint) or in which the entitlement to indemnification under this Section 6 has not been determined, the Partnership and the Contributor shall cooperate in the joint defense of such Third Party Claim and shall offer to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such matter. Such joint defense shall be under the general management and supervision of the party which is expected to bear the greater share of the liability, unless otherwise agreed; provided, however, that neither party shall settle or compromise any such joint defense matter without the consent of the other, which consent shall not be unreasonably withheld or delayed. Any uninsured costs of such joint defense shall be borne as the parties may agree, provided, however, that in the absence of such agreement, the defense costs shall be borne by the party incurring such costs; provided, further, that, if it is determined that one party was entitled to indemnification under this Section 6, the other party shall reimburse the party entitled to indemnification for all of its costs incurred in connection with such defense.

Procedures. Promptly As promptly as reasonably practicable after receipt by a Person entitled to indemnification an Indemnified Party under subsection (a) or (b) (an "Indemnified Party") this Section 10 of notice of the commencement of any pending or threatened claim against it (a "Claim"), action for which such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (under this Section 10, such Indemnified Party will, if a claim in respect thereof is to be made against the "Indemnified Party under this Section 10, notify the Indemnifying Party") Party of the commencement thereof, which notice shall describe thereof in reasonable detail writing; but the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure omission to so notify the Indemnifying Party shall (i) will not relieve such Indemnifying Party from any Liability under Section 10.1 above and (ii) will not, in any event, relieve the Indemnifying Party of from any liability that it may have obligations to any Indemnified Party except to otherwise than the extent the Indemnifying Party demonstrates that it is prejudiced therebyindemnification obligation provided in Section 10.1 above. In case any Claim that such action is subject to indemnification under subsection (a) shall be brought against an any Indemnified Party Party, and it shall give notice to notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party maywill be entitled to participate therein and, and at to the request extent that it may determine, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party shallParty, participate in and control be counsel to the defense Indemnifying Party) at the expense of the Third Indemnifying Party; provided, however, that if (i) the use of counsel chosen by the Indemnifying Party Claim to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been advised by counsel of its choice reasonably that there may be one or more legal defenses available to it and/or other Indemnified Party that are different from or additional to those available to the Indemnifying Party, (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party. The Party to represent the Indemnified Party within a reasonable time after notice of the institution of such action or (iv) the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the expense of the Indemnifying Party, then, in each such case, the Indemnifying Party shall not have the right to direct the defense of such action on behalf of such Indemnified Party or Parties and such Indemnified Party or Parties shall have the right to employ select separate counsel in any (including local counsel) to defend such action and to participate in the defense thereof, but the fees and expenses on behalf of such counsel shall be Indemnified Party or Parties at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) . After notice from the Indemnifying Party failed to such Indemnified Party of its election to assume the defense thereof and employ approval by such Indemnified Party of counsel or failed appointed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to defend such action, the Indemnifying Party from will not be liable to such Indemnified Party under this Section 10 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof, unless the Indemnified Party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the Indemnifying Party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees who are parties to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim such action or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claimactions). The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claimnot, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which shall indemnification or contribution may be sought hereunder (whether or 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 an actual or potential party to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph action or claim) unless such settlement, compromise or judgment (c), or if the Indemnifying Party assumes the defense i) includes an unconditional release of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by from 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 Liability arising out of such defense action or claim and proceedings; provided that the Indemnified Party shall (ii) does not settle such Third Party Claim without the written consent include a statement as to or an admission of the Indemnifying Partyfault, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense culpability or settlement controlled by the Indemnified Party pursuant a failure to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determinedact, by acknowledgment, agreement, or ruling on behalf of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the any Indemnified Party.

Procedures. Promptly after receipt by If a Person entitled to Party seeks indemnification under subsection this Article IX, such Party (a) or (b) (an "the “Indemnified Party"”) of shall promptly give written notice to the other Party (the “Indemnifying Party”) after receiving written notice of any pending action, lawsuit, proceeding, investigation, or threatened other claim against it (if by a "Claim"third party) or discovering the liability, obligation, or facts giving rise to such claim for indemnification, describing the claim, the amount thereof (if known and quantifiable), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreementthereof; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations hereunder except to the extent such failure shall have prejudiced the Indemnifying Party demonstrates that it is prejudiced therebyParty. In case that regard, if any Claim that is subject to indemnification under subsection (a) action, lawsuit, proceeding, investigation, or other claim shall be brought against an or asserted by any third party which, if adversely determined, would entitle the Indemnified Party and it to indemnity pursuant to this Article IX, the Indemnified Party shall give notice to promptly notify the Indemnifying Party of the commencement thereofsame in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party mayshall be entitled to participate in the defense of such action, and lawsuit, proceeding, investigation, or other claim giving rise to the Indemnified Party’s claim for indemnification at the request Indemnifying Party’s expense and option (subject to the limitations set forth below) and shall be entitled to control and appoint lead counsel of such defense which shall be counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first agree in writing to be fully responsible for all Losses relating to such claims and to provide full indemnification to the Indemnified Party shallfor all Losses relating to such claim; and provided further that the Indemnifying Party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party, participate if the claim which the Indemnifying Party seeks to assume control (each, an “Indemnified Party Controlled Proceeding”) (i) involves a claim to which the Indemnified Party reasonably believes could be materially detrimental to or injure the Indemnified Party’s reputation, customer or supplier relations or future business prospects, (ii) seeks non-monetary relief from the Indemnified Party (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages), (iii) involves criminal allegations with respect to the Indemnified Party, (iv) is one in which the Indemnifying Party is also a party and joint representation would result in a conflict of interests or as to the principal allegations there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (v) involves a claim as to which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to reasonably prosecute or defend. With respect to actions, lawsuits, proceedings and investigations or other claims asserted by a third party which are outstanding as of the Closing Date, if the Sellers are currently defending such action, lawsuit, proceeding, investigation or other claim, the Sellers shall have the right to control such defense subject to the right of the Purchaser Parties to divest the Sellers of such right if such action, lawsuit, proceeding, investigation or other claim would be an Indemnified Party Controlled Proceeding hereunder. If the Indemnifying Party is permitted to assume and control the defense of and elects to do so, the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in 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 employed by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, be at the sole cost and expense of the Indemnified Party. If the Indemnifying Party (if shall control the Indemnified Party is entitled to indemnification hereunder)defense of any such claim, 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 Indemnifying Party shall have full control of such defense and proceedings; provided that obtain the Indemnified Party shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheld. The Indemnifying Party ) before entering into any settlement of a claim or ceasing to defend such claim unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no adverse effect on any other claims that may participate in, but not control, any defense or settlement controlled by be made against the Indemnified Party pursuant to this Section, and (B) the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute sole relief provided is resolved monetary damages that are paid in favor of full by the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Any claim or demand for indemnification under this Section 4(d) shall be asserted and resolved as follows: (A) In the event that any Person entitled to indemnification under subsection (athe “Indemnified Party”) has a claim against any party required to indemnify such Indemnified Party pursuant to clauses (d)(i) or (bd)(ii) above (an "Indemnified the “Indemnifying Party"”) of notice of any pending that does not involve a claim being asserted against or threatened claim against it (sought to be collected by a "Claim")third party, such the Indemnified Party shall give prompt the Indemnifying Party written notice (including copies of all papers served with respect to any matter that such claim) to the party to whom the Indemnified Party is entitled has determined has given or could give rise to look for a right of indemnification (hereunder, but the "Indemnifying Party") of the commencement thereof, which failure to provide such written 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 will not prejudice the Indemnified Party's request for indemnification under this Agreement; provided that the failure ’s right to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party indemnification, except to the extent that the Indemnifying Party’s rights are actually prejudiced thereby. (B) In the event that any claim for which the Indemnifying Party demonstrates that it may be liable to an Indemnified Party hereunder is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought asserted against an Indemnified Party and it by a third party (a “Third Party Claim”), the Indemnified Party shall give deliver a written notice to the Indemnifying Party promptly after such Indemnified Party has actual knowledge of the commencement thereof, the Indemnifying Party may, and at the request assertion of the Indemnified Party shall, participate in and control the defense of the such Third Party Claim with counsel of its choice reasonably satisfactory Claim, but the failure to provide such written notice will not prejudice the Indemnified Party’s right to indemnification, except to the extent that the Indemnifying Party’s rights are actually prejudiced thereby. The Indemnified Indemnifying Party shall have the right to employ separate undertake, conduct and control, through counsel of its own choosing reasonably acceptable to the Indemnified Party, and at its own expense, the defense of such Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in any connection therewith; provided, however, that if the Indemnifying Party is entitled to defend such action Third Party Claim (in accordance with the provisions of this clause (d)(iii)) and so elects to defend such Third Party Claim, the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the defense thereofIndemnified Party; and provided further, but however, that the fees and expenses of such counsel shall not be at borne by the expense of Indemnifying Party unless the Indemnified Party unless (i) reasonably determines that a conflict of interest exists that makes representation by counsel chosen by the employment thereof has been specifically authorized Indemnifying Party inadvisable or that there are additional or different defenses available to the Indemnified Party than those available to the Indemnifying Party, in writing either of which cases, the fees and expenses of counsel for the Indemnified Party shall be borne by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement not settle or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any such Third Party Claim without the Indemnified Party’s prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld. The Indemnifying Party withheld or delayed). (if the Indemnified Party is entitled to indemnification hereunderC) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails does not elect to assume undertake the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defendcontest, settle or compromise the Third Party Claim in the exercise of its reasonable discretion at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder)Party; provided, the Third Party Claim by all appropriate proceedingshowever, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim shall not be compromised or settled without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense withheld or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(cdelayed), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt (a) If any Person who or which is entitled to seek indemnification under Section 10.2 (an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a Person entitled third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim")Section 10.2, such the Indemnified Party shall give prompt promptly (i) notify the party against whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (including copies of all papers served with respect to such claim“Claim Notice”) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe describing in reasonable detail the nature of the Third Party Claim, an a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of damages Losses attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's ’s request for indemnification under this Agreement; provided that the failure . Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of any liability that it may have to any the Indemnified Party Party’s indemnification hereunder, except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject by such delay or omission. (b) The Indemnifying Party shall have the right to indemnification under subsection (a) shall be brought against an defend the Indemnified Party and it shall give notice to against such Third Party Claim. If the Indemnifying Party of notifies the commencement thereof, Indemnified Party that the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Article X), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel of its choice selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.3(b). The Indemnified Indemnifying 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 full control of such counsel defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall be at not enter into any settlement agreement without the expense written consent of the Indemnified Party unless (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent of the Indemnified Party shall not be required if (i) the employment thereof has been specifically authorized in writing settlement agreement contains a complete and unconditional general release by the Indemnifying Party, third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the Indemnifying Party failed to assume settlement agreement does not contain any sanction or restriction upon the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing conduct of any business by the Indemnified PartyParty or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees 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 that which the Indemnifying Party elects to contest, including, without limitation, by including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross-cross complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Indemnified Party shall be the sole judge of the acceptability of may participate in, but not control, any compromise defense or settlement of any claimThird Party Claim controlled by the Indemnifying Party pursuant to this Section 10.3(b), litigation or proceeding in and the Indemnified Party shall bear its own costs and expenses with respect of which indemnity may be sought hereunder, provided to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent elects to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of defend the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party ClaimSection 10.3(b), then the Indemnified Party shall have the right to defend, at the sole and be reimbursed for its reasonable cost and expense of the Indemnifying Party (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 promptly and vigorously prosecuted diligently by the Indemnified Party to a final conclusion or settledParty. The 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 provided, however, that the Indemnified Party shall may not settle enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the written consent of 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 SectionSection 10.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions . (d) Any claim by an Indemnified Party on account of this Section 13.2, if Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party disputes its potential liability to reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party under this Section 13.2 and if becomes aware of such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and Direct Claim. Such notice by the Indemnified Party shall reimburse will describe the Indemnifying Party Direct Claim in full for reasonable detail, will include copies of all costs available material written evidence thereof and expenses will indicate the estimated amount, if reasonably practicable, of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it Damages that has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to may 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 sustained by the Indemnified Party.. The Indemnifying Party will have a period of five (5) Business Days within which to respond in writing to such Direct

Procedures. Promptly after receipt by a Person Each party entitled to indemnification under subsection this Agreement (a) or (b) (each, an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party required to whom the Indemnified Party is entitled to look for provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought and shall permit the commencement thereof, which notice shall describe in reasonable detail Indemnifying Party to assume the nature defense of the Third Party any such 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 counsel for the failure to so notify Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at its own expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the reasonable fees and expenses of one such counsel for all Indemnified Parties as a group shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent its obligations under this Agreement unless the Indemnifying Party demonstrates that it is materially prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the No Indemnifying Party, (ii) in the Indemnifying Party failed to assume the investigation or defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or compromise and will not delayed), consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, or compromise which shall does not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense include an unconditional release of the Indemnified Party pursuant from all liability in respect to this subparagraph (c) but fails diligently to prosecute or settle the Third Party such Claim, then the . Each Indemnified Party shall have furnish such information regarding itself or the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The in question as an Indemnifying Party may participate in, but not control, any reasonably request in writing and as shall be reasonably required in connection with the investigation and 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 of such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyClaim.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such The Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so will promptly notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have indemnified claim. Any failure by the Indemnified Party to any give such notice shall not relieve such Indemnifying Party from its obligation to indemnify the Indemnified Party except to the extent the Indemnifying Party demonstrates that it is actually prejudiced thereby. In case as a result of such failure. (b) Except for claims involving any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Third Party Infringement or Third Party Claim, and it shall give notice to without limiting the Indemnifying Party of the commencement thereofParty’s indemnity obligations herein, the Indemnifying Party may, and may assume at the request of its option by written notice to the Indemnified Party shallParty, participate in and control the defense of the Third Party Claim any claim with counsel of its choice selected by such Indemnifying Party reasonably satisfactory acceptable to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c)assumes such defense, or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, meaningfully participate in the defense thereof and to employ counsel at the its sole cost and expense of that is separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. (if c) Whether or not the Indemnified Indemnifying Party is entitled assumes the defense of a claim pursuant to indemnification hereunderSection V(2)(b), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without admit any liability with respect to, or settle, compromise, consent to judgment or discharge, any claim, except with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying . (d) If a bona fide settlement offer is made with respect to a claim other than a claim involving any Third Party may participate in, but not control, any defense Infringement or settlement controlled by the Indemnified Third Party pursuant to this Section, Claim and the Indemnifying Party shall bear its own costs desires to accept and expenses with respect agree to such participation. Notwithstanding the other provisions of this Section 13.2offer, if the Indemnifying Party disputes its potential liability will give written notice to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of to that effect (the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute“Settlement Notice”). If the Settlement Notice (i) includes a dispute over potential liability is resolved in favor full release of the Indemnified Party, the Indemnifying Party shall reimburse (ii) does not have any material adverse monetary effect or continuing liability or obligation on the Indemnified Party in full for all costs Party, (iii) the entire cost of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party settlement is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party and (iv) the Indemnified Party fails to consent to the settlement offer within ten (10) Business Days after receipt of a notice reasonably itemizing the Settlement Notice or rejects the settlement offer, then the Indemnified Party shall thereafter be solely responsible for continuing the defense of such claim. In that event, the maximum liability of the Indemnifying Party as to such claim will not exceed the amount of such settlement offer. (e) If the Liability but only Indemnifying Party opts not to assume the defense as set forth in Section V(2)(b), (i) then the Indemnified Party shall afford the Indemnifying Party the opportunity to be meaningfully involved with respect to the extent actually paid or suffered response to and defense and/or settlement of the claim, such cooperation to include consultation on all material matters, including defense and settlement strategy and tactics, with the Indemnifying Party and (ii) the Indemnifying Party may employ counsel at its sole cost and expense that is separate from the counsel employed by the Indemnified Party, it being understood that the Indemnified Party shall control such defense.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Each Indemnified Party shall give prompt written notice (including copies promptly notify the Indemnifying Party of all papers served with any Claim in respect to such claim) to the party to whom of which the Indemnified Party is entitled to look be indemnified hereunder. Such notice shall be given as soon as is reasonably practicable after the Indemnified Party becomes aware of each Claim; provided, however, that failure to give prompt notice shall not adversely affect any Claim for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party hereunder except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case Party’s ability to contest any Claim that by any third-party is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claimmaterially adversely affected. The Indemnifying Party shall be have the sole judge of right, but not the acceptability obligation, at its expense, to contest, defend, and litigate, and to control the contest, defense, or litigation of, any Claim by any third-party alleged or asserted against any Indemnified Party arising out of any compromise or settlement of any claim, litigation or proceeding matter in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification be indemnified hereunder) . The Indemnifying Party shall promptly notify such Indemnified Party of its intention to exercise such right set forth in the immediately preceding sentence and shall reimburse the Indemnified Party for the reasonable costs and expenses paid or incurred by it prior to the assumption of such contest, defense, or litigation by the Indemnifying Party. If the Indemnifying Party exercises such right in accordance with the provisions of this Article 12 and any Indemnified Party notifies the Indemnifying Party that it desires to retain separate counsel in order to participate in or proceed independently with such contest, defense, or litigation, such Indemnified Party may do so at its own expense. If the Indemnifying Party fails to exercise its rights set forth in the third sentence of this paragraph, then the Indemnifying Party will reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses incurred in connection with respect to such participation. Notwithstanding the other provisions of this Section 13.2contest, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreementdefense, or ruling litigation of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partysuch Claim.

Procedures. Promptly after receipt by a Person Each party entitled to indemnification under subsection this Agreement (a) or (b) (an the "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party required to whom the Indemnified Party is entitled to look for provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the commencement thereof, which notice shall describe in reasonable detail Indemnifying Party to assume the nature defense of the Third Party any such 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 counsel for the failure to so notify Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations under this Agreement except to the extent that the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the No Indemnifying Party, (ii) in the Indemnifying Party failed to assume the investigation or defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or compromise and will not delayed), consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, or compromise which shall does not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense include an unconditional release of the Indemnifying Party (if the Indemnified Party is entitled from all liability in respect 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 settledsuch Claim. The Each Indemnified Party shall have full control of furnish such defense and proceedings; provided that information regarding itself or the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The in question as an Indemnifying Party may participate in, but not control, any reasonably request in writing and as shall be reasonably required in connection with the investigation and 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 of such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyClaim.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (b) (an "the “Indemnified Party"”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of notice of or involving a Loss or a claim or demand made by any pending or threatened claim Person against it the Indemnified Party (a "“Third Party Claim"”), such Indemnified Party shall give prompt written deliver notice (including copies of all papers served with respect to such claim) thereof to the party to against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which written notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and the amount or method of computation of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify such claim (if known). Thereafter, the Indemnifying Party shall not relieve promptly provide such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of any liability that it may have to any Indemnified Party its obligations under this Article VIII except to the extent that the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection by such failure. (ab) The Indemnifying Party shall be brought against an Indemnified Party and it shall give have the right, upon written notice to the Indemnifying Indemnified Party assuming full responsibility for any Losses relating to the claim (subject to the limitations in Section 8.5) within 30 days of receipt of notice from the Indemnified Party of the commencement thereofof such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The If the Indemnifying Party assumes the defense of such Third Party Claim, 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; provided, however, that if the named parties in any such Third Party unless (i) Claim include both the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) Indemnified Party and the Indemnifying Party failed and representation of both Parties by the same counsel determined by qualified counsel to assume the defense and employ counsel be inappropriate because one or failed more legal defenses available to diligently prosecute such Indemnified Party is different from or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel additional to those available to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Partyand is reasonably expected to create a conflict of interest between them, the then such Indemnified Party agrees may employ separate counsel to cooperate with the Indemnifying Party and its counsel represent or defend it in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The , and the Indemnifying Party shall be responsible for the sole judge fees and disbursements of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperationcounsel. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the any Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of cooperate with 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 in such defense and proceedings; provided that make available to the Indemnifying Party all witnesses (on a mutually convenient basis), pertinent records, materials and information, in each case in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not settle 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 of the Indemnifying Party, (which consent shall not be unreasonably withheld). The If the Indemnifying Party may participate inassumes the defense of a Third Party Claim, but not control, any defense no compromise or settlement controlled of such Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s prior written consent unless (A) there is no finding or admission of any violation of applicable Law or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (C) the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses have no liability with respect to such participationcompromise or settlement. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Partyforegoing, the Indemnifying Party shall not be required entitled to bear assume the costs defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party's defense pursuant . (c) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to this Section 13.2 or of the Indemnifying Party's participation therein at the be collected from such Indemnified Party's request, and the Indemnified Party shall reimburse deliver notice of such claim promptly to the Indemnifying Party Party, describing in full reasonable detail the facts giving rise to any claim for all costs indemnification hereunder and expenses the amount or method of computation of the litigation concerning amount of such disputeclaim (if known). If a dispute over potential liability is resolved in favor of the Indemnified PartyThereafter, the Indemnifying Party shall reimburse promptly provide such other information with respect thereto as the Indemnified Indemnifying Party in full for all costs may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, extent that an the Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party prejudiced by such failure. (d) For purposes of determining the amount of any Excluded Liability described in Section 2.4(j) in any case in which a Tax is assessed with respect to a taxable period that includes the Liability within ten business days Closing Date (but does not begin on that day) the Taxes, if any, attributable to the taxable period of receipt by EMS Brazil beginning before and ending on or after the Indemnifying Party of a notice reasonably itemizing Closing Date shall be apportioned (i) to the Seller, for the amount of the Liability but only such Taxes that is attributable to the extent actually paid Pre-Closing Tax Period, and (ii) to the Buyer, for the amount of such Taxes that is attributable to the Post-Closing Tax Period. Any allocation of income or suffered deductions required to determine any Taxes attributable to the Pre-Closing Tax Period and the Post-Closing Tax Period shall be made (i) in the case of income Taxes or Taxes based on or related to income or receipts or any sales or use Tax, by means of a closing of books and records of EMS Brazil as of the Indemnified Partyday preceding the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each such period, and (ii) in the case of other Taxes, on a per diem basis.

Procedures. Promptly after receipt by a Person entitled If any Action shall be brought against any Indemnified Party in respect of which indemnity may be sought pursuant to indemnification under subsection (a) this Agreement or (b) (an "Indemnified Party") of notice of any pending the Series 2023 Amendment, or threatened claim against it (a "Claim")the Warrants, such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so promptly notify the Indemnifying Party shall not relieve in writing, and the Indemnifying Party of any liability that it may shall have the right to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control assume the defense of the Third Party Claim thereof with counsel of its choice own choosing reasonably satisfactory acceptable to the such Indemnified Party. The Such Indemnified Party shall have the right to employ separate counsel in any such action Action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the such Indemnified Party unless except to the extent that (ia) the employment thereof has been specifically authorized in writing by the Indemnifying PartyParty in writing, (iib) the Indemnifying Party has failed after a reasonable period of time to assume the such defense and to employ counsel or failed to diligently prosecute or settle counsel, (c) in such Action there is, in the Third Party Claim or (iii) there shall exist or develop reasonable opinion of such separate counsel, a material conflict that would ethically prohibit counsel to on any material issue between the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with position of the Indemnifying Party and its counsel the position of such Indemnified Party or (d) if such Action involves a Person seeking to impose any equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified under this Section 11, in contesting any Third Party Claim that which case the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against shall be responsible for the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if reasonable fees and to the extent that any expenses of no more than one such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claimseparate counsel. The Indemnifying Party will not be liable to any Indemnified Party under this Agreement (i) for any settlement by an Indemnified Party effected without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed or (ii) to the sole judge extent, but only to the extent, that any Loss is primarily attributable to any Indemnified Party’s breach of any of the acceptability of any compromise representations, warranties, covenants or settlement of any claim, litigation agreements made by such Indemnified Party in this Agreement or proceeding in respect of which indemnity may be sought hereunder, provided that the Series 2023 Amendment or the Warrants. If the Indemnifying Party will give assumes the defense of any Action against any Indemnified Party, the Indemnifying Party reasonable shall not, without such Indemnified Party’s prior written notice of consent, enter into any such proposed settlement or compromise and will not or consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If Action if such settlement, compromise or judgment (1) involves a finding or admission of wrongdoing, (2) does not include an unconditional written release by the Indemnifying Party fails to assume the defense claimant or plaintiff of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the such Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by from all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses liability with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if Action or (3) imposes equitable remedies or any obligation on such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, other than the Indemnifying Party shall reimburse the payment of money damages for which such Indemnified Party will be indemnified in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyAgreement.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or In order for a party (b) (an "the “Indemnified Party"”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of notice of or relating to or involving a Loss or a claim or demand made by any pending or threatened claim person against it the Indemnified Party (a "“Third Party Claim"”), such Indemnified Party shall give prompt deliver notice thereof to the Securityholder Representative, on behalf of the Holders, Optionholders and Warrantholder, or to the Parent, as applicable (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim 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 15 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The 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 or damages, and the Indemnified Party shall have the right to defend any such Third Party Claim at the expense of the Indemnifying Party if and to the extent such Third Party Claim gives rise to indemnifiable Losses. 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 8.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim and, in any such case, shall (x) keep the Securityholder Representative informed of all material developments relating to such Third Party Claim and (y) promptly provide to the Securityholder Representative copies of all pleadings, notices and communications with respect to such Third Party Claim to the extent that receipt of such documents does not waive any privilege. Notwithstanding anything to the contrary in this Agreement, in the event that the defense of any Third Party Claim is conducted by the Indemnified Party in accordance with this Section 8.4(b), the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement or compromise of such Third Party Claim without the prior written consent of the Securityholder Representative (it being understood and agreed that the Securityholder Representative may withhold consent to any requested settlement if the Securityholder Representative believes in good faith that there is not any underlying basis for indemnification under Section 8.2 with respect to such settlement and absent such consent, the mere existence of such Third Party Claim shall not be deemed indicative of the existence or amount of indemnifiable Losses relating to such Third Party Claim). If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel in 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 of such counsel shall have been specifically authorized in writing by the Indemnifying Party, Party or (ii) the Indemnifying Party failed named parties to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iiiincluding any impleaded parties) there shall exist or develop a conflict include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that would ethically prohibit representation by counsel to the Indemnifying Party from representing of both the Indemnifying Party and such Indemnified PartyParty may present such counsel with a conflict of interest. If requested by the Indemnifying PartyParty assumes the defense of any Third Party Claim, the Indemnified Party agrees to shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party all witnesses, pertinent records, materials and information in contesting 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 that Claim, the Indemnifying Party elects to contestshall not, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperationThird Party Claim if such settlement, compromise or judgment (A) involves a finding or admission of wrongdoing, (B) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (c) Subject to the limitations set forth herein, the indemnification required hereunder in respect of a Third Party Claim shall be made by prompt payment by the Escrow Agent (to the extent of any amounts then held in the Escrow Fund, if applicable) or the Indemnifying Party (to the extent of any amounts not then held in the Escrow Fund, if applicable) of the amount of actual Losses in connection therewith only to the extent such Losses have been determined to be indemnifiable Losses hereunder pursuant to the terms hereof, including that any dispute regarding such characterization has been resolved according to Section 10.10. (d) 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. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver written notice of such claim with reasonable promptness upon becoming aware of such claim to the Indemnifying Party. The failure to provide such written notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII, except in each case to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party fails to assume does not notify the defense of a Third Indemnified Party Claim within a reasonable period after 30 days following its receipt of written such notice pursuant to the first sentence of this subparagraph (c), or if that the Indemnifying Party assumes the defense of disputes its liability to the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claimhereunder, then such claim specified by the Indemnified Party in such written notice shall have the right to defend, at the sole cost and expense be conclusively deemed a liability of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, hereunder and the Indemnifying Party shall bear its own costs and expenses with respect to pay the amount of such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, on demand. If the Indemnifying Party shall not be required agrees that it has an indemnification obligation but asserts that it is obligated to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If pay a dispute over potential liability is resolved in favor of lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning pay such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable lesser amount promptly to the Indemnified Party under this Section 13.2(c)Party, the Indemnifying Party shall pay without prejudice to or cause to be paid to the Indemnified Party the amount waiver 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’s claim for the difference.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (ai) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom In order for the Indemnified Party is to be entitled to look any indemnification provided for indemnification (under this Agreement in respect of, arising out of or involving a Third Party Claim, the "Indemnified Party must notify the Indemnifying Party") of the commencement thereof, which notice shall describe Party in reasonable detail the nature writing of the Third Party ClaimClaim (a "Claim Notice"), an estimate which must be accompanied by a copy of the amount written notice of damages attributable to the Third Party Claimant asserting the Third Party Claim; but the failure to give such notification promptly (so long as a valid Claim to Notice is given before the extent feasible and expiration of the basis of applicable period) shall not affect the Indemnified Party's request for right to indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is shall have been prejudiced therebyas a result of such failure. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Thereafter, the Indemnified Party and it shall give notice deliver to the Indemnifying Party copies of all other notices and documents (including court papers) received by the commencement thereofIndemnified Party relating to the Third Party Claim. (ii) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party mayshall be entitled to participate in the defense thereof and, and at if its so chooses, to assume the request defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party shall, participate for any legal expenses incurred by the Indemnified Party in and control connection with the defense of thereof, except as provided below. If the Third Indemnifying Party Claim with counsel of its choice reasonably satisfactory to assumes such defense, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereofthereof and to employ counsel, but at its own expense, separate from the counsel employed by the Indemnified Party. Additionally, the Indemnifying Party shall be responsible for the reasonable fees and expenses of such counsel shall be at the expense of incurred by the Indemnified Party unless (i) as was reasonably necessary to respond timely to legal process for any period after the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) Claim Notice is given during which the Indemnifying Party failed to assume has not assumed the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Partythereof, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any the Indemnifying Party is responsible to indemnify for such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to does not assume the defense of a Third Party Claim within a reasonable period twenty days after receipt of written notice pursuant the giving by the Indemnified Party to the first sentence Indemnifying Party of this subparagraph a valid Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall be liable to the Indemnified Party for the reasonable fees and expenses of counsel employed by the Indemnified Party if and to the extent that the Indemnified Party is responsible to indemnify for such Third Party Claim. If the Indemnifying Party chooses to defend any Third Party Claim, the Indemnified Party shall cooperate in the defense thereof. Such cooperation shall include the retention and (c)upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are relevant to such Third Party Claim, and making employees available, at no cost, on a mutually convenient basis to provide additional information, an explanation of any material provided and to act as a witness or respond to legal process. Whether or not the Indemnified Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or if settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right agree to defendany settlement, at the sole cost and expense compromise or discharge of a Third Party Claim that the Indemnifying Party (if may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, which releases the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle completely in connection with such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyClaim.

Procedures. Promptly after receipt by a Person Each party entitled to indemnification under subsection this Agreement (a) or (b) (each, an "Indemnified PartyINDEMNIFIED PARTY") of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party required to whom the Indemnified Party is entitled to look for provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought and shall permit the Indemnifying Party to assume the defense of any such Claim; PROVIDED THAT counsel for the Indemnifying Party") , who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at its own expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the reasonable fees and expenses of one such counsel for all Indemnified Parties as a group shall be at the expense of the commencement thereofIndemnifying Party), 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 PROVIDED FURTHER that the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent its obligations under this Agreement unless the Indemnifying Party demonstrates that it is materially prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the No Indemnifying Party, (ii) in the Indemnifying Party failed to assume the investigation or defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or compromise and will not delayed), consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, or compromise which shall does not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense include an unconditional release of the Indemnified Party pursuant from all liability in respect to this subparagraph (c) but fails diligently to prosecute or settle the Third Party such Claim, then the . Each Indemnified Party shall have furnish such information regarding itself or the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The in question as an Indemnifying Party may participate in, but not control, any reasonably request in writing and as shall be reasonably required in connection with the investigation and 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 of such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyClaim.

Procedures. Promptly (a) A party seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third-Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the Third-Party Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Person entitled Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to indemnification under subsection (a) or the extent that the Indemnifying Party is actually and materially prejudiced by such failure. (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Indemnified If the Indemnifying Party shall give prompt written notice (including copies of all papers served with respect acknowledges in writing its obligation to such claim) to the party to whom indemnify the Indemnified Party against any and all Losses that may result from a Third-Party Claim that is entitled to look exclusively for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of civil monetary damages attributable at law pursuant to the Third Party Claim to the extent feasible and the basis terms of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify , the Indemnifying Party shall not relieve have the right, upon written notice to the Indemnified Party within 15 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party of (which expenses shall not be applied against any liability that it may have to any Indemnified Party except to the extent indemnity limitation herein) with counsel selected by the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. 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 or damages, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party (provided that the Indemnifying Party has acknowledged its obligation to indemnify the Indemnified Party), any such Third-Party Claim. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third-Party Claim within the time period and otherwise in accordance with the first sentence of 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-Party Claim, 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 of such counsel shall have been specifically authorized in writing by the Indemnifying Party, Party or (ii) the Indemnifying Party failed named parties to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Third-Party Claim or (iiiincluding any impleaded parties) there shall exist or develop a conflict include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that would ethically prohibit representation by counsel to the Indemnifying Party from representing of both the Indemnifying Party and such Indemnified PartyParty may present such counsel with a conflict of interest. If requested by the Indemnifying PartyParty assumes the defense of any Third-Party Claim, the Indemnified Party agrees to shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and its counsel in contesting any Third Party Claim that make available to the Indemnifying Party elects to contestall witnesses, includingpertinent records, without limitation, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by making the Indemnifying Party. If the Indemnifying Party assumes the defense of any counterclaim against the Person asserting the Third Party Claim or any crossThird-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The , the Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claimnot, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperationThird-Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third-Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII. If the Indemnifying Party fails to assume does not notify the defense Indemnified Party within ten days following its receipt of a Third Party Claim within Notice in respect of a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if Direct Claim that the Indemnifying Party assumes the defense of disputes its liability to the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claimhereunder, then such Direct Claim specified by the Indemnified Party in such Claim Notice shall have the right to defend, at the sole cost and expense be conclusively deemed a liability of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, hereunder and the Indemnifying Party shall bear its own costs and expenses with respect to pay the amount of such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, on demand. If the Indemnifying Party shall not be required agrees that it has an indemnification obligation but asserts that it is obligated to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If pay a dispute over potential liability is resolved in favor of lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning pay such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable lesser amount promptly to the Indemnified Party under this Section 13.2(c)Party, the Indemnifying Party shall pay without prejudice to or cause to be paid to waiver of the Indemnified Party Party’s claim for the amount of the Liability within ten business days of receipt difference. (d) The indemnification required hereunder shall be made by prompt payment by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only actual Losses in connection therewith. (e) The Indemnifying Party shall not be entitled to the extent actually paid require that any action be made or suffered brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (f) Notwithstanding the provisions of Section 10.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third-Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere.

Procedures. Promptly after receipt by a Person entitled to Any Party seeking indemnification under subsection this Article X (a) or (b) (an "the “Indemnified Party"”) of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of a claim for indemnification hereunder; provided that no delay on the part of the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify notifying the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party Liability hereunder, except to the extent that the Indemnifying Party demonstrates that it is has been prejudiced thereby. In case any Claim that is subject If the claim for indemnification relates to indemnification under subsection (a) shall be brought against an Indemnified a Third Party and it shall give notice to the Indemnifying Party of the commencement thereofClaim, the Indemnifying Party may, and at the request of the Indemnified Party shallif it so elects, participate in and control the defense of the any Third Party Claim at its own expense. If the Indemnifying Party assumes control of the defense of any Third Party Claim, the Indemnifying Party shall not be liable under this Article X for any fees or any other expenses with counsel respect to the defense of its choice such Third Party Claim incurred by the Indemnified Party or any compromise or settlement effected by the Indemnified Party without the Indemnifying Party’s written consent. Notwithstanding the foregoing, whether or not the Indemnifying Party assumes the defense of a Third Party Claim, (a) if the Indemnified Party reasonably satisfactory determines in good faith that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or (b) the Indemnified Party. The ’s counsel advises the Indemnified Party in writing, with a copy delivered to Seller, that there is a conflict of interest that could make it inappropriate or inadvisable under applicable standards of professional conduct to have common counsel, then the Indemnified Party may, by written notice to the Indemnifying Party, at its own expense, participate in, but not control, the defense, compromise or settlement of such Third Party Claim, provided that the Indemnified Party shall have the right to employ separate counsel in not be bound by any such action and to participate in determination of a Third Party Claim so defended or any compromise or settlement effected without its consent. The Party controlling the defense thereofof any third party suit, but action or proceeding shall keep the fees and expenses other Party advised of the status of such counsel action, suit or proceeding and the defense thereof and shall be at consider in good faith recommendations made by the expense of other Party with respect thereto. Notwithstanding anything to the contrary in this Agreement, if a settlement offer solely for money damages is made by a third party and the Indemnifying Party notifies the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing of the Indemnifying Party’s willingness to accept the settlement offer and pay the total amount called for by such offer (subject to the limitations in Section 10.3 of this Agreement), and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Third Party Claim, free of any participation by the Indemnifying Party, (ii) and the Indemnifying Party failed amount of any ultimate liability with respect to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any such Third Party Claim that the Indemnifying Party elects has an obligation to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and pay hereunder shall be limited to the extent that any such counterclaim or cross-complaint arises from lesser of (A) the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge amount of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided offer that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement declined to accept or compromise and will not consent to (B) the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent aggregate Damages of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant (subject to the first sentence limitations in Section 10.3 of this subparagraph (cAgreement), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or In order for a party (b) (an the "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of notice of or involving a claim made by any pending or threatened claim Person against it the Indemnified Party (a "Third Party Claim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to must notify the indemnifying party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") in writing (and in reasonable detail) of the commencement thereof, which Third Party Claim within 15 business days after receipt by such Indemnified Party of notice shall describe in reasonable detail the nature of the Third Party Claim; provided, an estimate however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the amount Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five business days' after the Indemnified Party's receipt thereof, copies of damages attributable all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the extent feasible Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, which releases the Indemnified Party completely in connection with such 33 FINAL FORM Third Party Claim and that would not otherwise materially adversely affect the Indemnified Party's request for indemnification . (c) In the event any Indemnified Party should have a claim against any Indemnifying Party under this Agreement; provided Section 7.02 or 7.03 that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party so to so notify the Indemnifying Party shall not relieve the Indemnifying Party of from any liability that it may have to any such Indemnified Party under Section 7.02 or 7.03, except to the extent that the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing actually prejudiced by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperationfailure. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear disputes its own costs and expenses liability with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Partyclaim, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party proceed in full for all costs and expenses good faith to negotiate a resolution of the such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of an appropriate court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partycompetent jurisdiction.

Procedures. Promptly (a) A Party seeking indemnification (the “Indemnified Party”) as a result of, arising out of, or relating to a Loss involving a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to the Party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by a Person entitled to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall give prompt written of notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify shall 35 provide the Indemnifying Party shall not relieve with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of any liability that it may have to any Indemnified Party its obligations under this Article 9 except to the extent that the Indemnifying Party demonstrates that it is materially prejudiced thereby. In case any Claim that is subject to indemnification under subsection by such failure. (ab) The Indemnifying Party shall be brought against an Indemnified Party and it shall give have the right, upon written notice to the Indemnifying Indemnified Party within thirty (30) days of receipt of a Claim Notice from the commencement thereofIndemnified Party in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period set forth above, the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim in accordance with the terms of this Section 9.4(b); provided that such settlement shall not be deemed evidence that the Indemnified Party is entitled to indemnification hereunder nor shall it be determinative of the amount of Loss. If the Indemnifying Party assumes the defense of such Third Party Claim, 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 sole expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying PartyParty assumes the defense of any Third Party Claim, the Indemnified Party agrees to shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party all witnesses, pertinent records, materials and information in contesting 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 that Claim, the Indemnifying Party elects to contestshall not, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperation. If Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing by the Indemnifying Indemnified Party, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party fails from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (c) An Indemnified Party seeking indemnification as a result of, arising out of or relating to assume the defense of a Loss or a claim or demand hereunder that does not involve a Third Party Claim within being asserted against or sought to be collected from such Indemnified Party (a reasonable period after receipt of written notice pursuant “Direct Claim”) shall deliver a Claim Notice in respect thereof to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense with reasonable promptness after becoming aware of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party facts supporting such Direct Claim, then the Indemnified Party and shall have the right to defend, at the sole cost and expense of provide the Indemnifying Party (if with reasonably detailed information of the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly facts and vigorously prosecuted by the Indemnified Party to circumstances underlying such claim along with a final conclusion or settledgood faith estimate of Loss and supporting documents. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party failure to deliver a Claim Notice, however, shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and release the Indemnifying Party shall bear from any of its own costs and expenses with respect obligations under this Article 9 except to such participation. Notwithstanding the other provisions of this Section 13.2, if extent that the Indemnifying Party disputes its potential is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party under or otherwise than pursuant to this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Article 9. 36 (d) The Indemnifying Party shall not be required entitled to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 require that any Action be made 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 brought against any other Person before a dispute over potential liability claim is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After made against it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered hereunder by the Indemnified Party. (e) In respect of any amounts due and payable by a Party, pursuant to this Article 9, such Party shall pay to the other Party such amounts by wire transfer of immediately available funds to an account designed by the other Party in writing.

Procedures. 17.3.1 Promptly after receipt by a Person entitled to indemnification under subsection (a) Party of any claim or (b) (an "Indemnified Party") of notice of the commencement of any pending action, administrative, or threatened claim against it (a "Claim")legal proceeding, such or investigation as to which the indemnity provided for in this Article may apply, the Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve such Indemnifying Party from any liability that which it may have to any the Indemnified Party except to the extent that such failure to notify shall adversely affect the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party fights of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be entitled to participate at its own expense in the sole judge of defense or, if it so elects, to assume the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying defense thereof with counsel designated by such Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent satisfactory to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (provided, however, that if the defendants in any such action include both the Indemnified Party is entitled to indemnification hereunder) shall reimburse and the Indemnifying Party and the Indemnified Party for its reasonable out of pocket costs incurred with respect shall have reasonably concluded that there may be legal defenses available to such cooperation. If it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c)Party, or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defendselect and be represented by separate counsel, at the sole cost Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.3.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph (A), (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall. have authorized the employment of counsel for the Indemnified Party at the 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 settledParty. The Indemnified Party shall have full control of such defense and proceedings; provided that the An Indemnified Party shall not settle such Third Party Claim enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. The If the Indemnifying Party may participate infails to assume the defense of a claim meriting indemnification, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and may at the expense of the Indemnifying Party shall bear its own costs and expenses with respect to contest, settle, or pay such participation. Notwithstanding the other provisions claim, provided that settlement or full payment of this Section 13.2, if any such claim may be made only following consent of the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if or, absent such dispute is resolved in favor of the Indemnifying Partyconsent, the Indemnifying Party shall not be required to bear the costs and expenses written opinion of the Indemnified Party's defense pursuant to this Section 13.2 ’s counsel that such claim is meritorious or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partywarrants settlement.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or In order for a party (b) (an "the “Indemnified Party"”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of notice of or involving a Loss or a claim or demand made by any pending Person or threatened claim Governmental Authority against it the Indemnified Party (a "“Third Party Claim"”), such Indemnified Party shall give prompt written deliver notice (including copies of all papers served with respect to such claim) thereof to the party to against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which written notice shall describe in reasonable detail the nature of the Third Party ClaimClaim and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, an estimate however, shall not release the Indemnifying Party from any of the amount of damages attributable to the Third Party Claim its obligations under this Article VIII except to the extent feasible and that the basis Indemnifying Party is prejudiced by such failure. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 15 days of receipt of notice from the Indemnified Party of the Indemnified commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party's request for indemnification under this Agreement; provided that . Notwithstanding the failure to so notify foregoing, the Indemnifying Party shall not relieve be entitled to assume the Indemnifying Party defense of any Third Party Claim for, or Action including equitable or injunctive relief or any claim that would impose criminal liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party mayor damages, and at the request of the Indemnified Party shallshall have the right to defend, participate in and control at the expense of the Indemnifying Party, any such Third Party Claim or Action. Notwithstanding the foregoing, Buyer shall assume the defense of the Tendered Claims, but in each case only to the extent such tender does not adversely affect available insurance coverage under applicable policies. 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 counsel the first sentence of its choice reasonably satisfactory to this Section 8.4(b), the Indemnified PartyParty shall have the sole right to assume the defense of such Third Party Claim. The If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in (but not control) 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 of such counsel shall have been specifically authorized in writing by the Indemnifying Party, (ii) . If the Indemnifying Party failed to assume assumes the defense and employ counsel or failed to diligently prosecute or settle the of any Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying PartyClaim, the Indemnified Party agrees to shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party all witnesses, pertinent records, materials and information in contesting 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 that Claim, the Indemnifying Party elects to contestshall not, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperationThird Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim, (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Indemnified Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the any Third Party Claim, then the Indemnified Party shall have the right to defendnot, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party, which enter into any settlement or compromise or consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, to the entry of any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses judgment with respect to such participation. Notwithstanding Third Party Claim without the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor consent of the Indemnifying Party, the . (c) The indemnification required hereunder in respect of a Third Party Claim owing by an Indemnifying Party shall not be required to bear the costs and expenses made by payment of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability actual Losses in connection therewith within ten business days of five Business Days after receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only such Losses. (d) The Indemnifying Party shall not be entitled to the extent actually paid require that any action be made or suffered brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is prejudiced by such failure.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or Any Person seeking indemnification under Section 5.2 (b) (an the "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall agrees to give prompt written notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim that does not involve a Third Party Claim, which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party disputes such claim and such dispute is not resolved by the parties, such dispute shall be resolved in accordance with Section 6.8. (b) If an Indemnified Party is notified of a Third Party Claim that may give rise to a claim for indemnification against any Indemnifying Party under this Section, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Third Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereofClaim), 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 PROVIDED that the any failure to so notify the Indemnifying Party timely give such notice shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party of its obligations under this Section 5 except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection Party. (ac) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Any Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, including by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided PROVIDED that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld; and PROVIDED FURTHER that the Indemnifying Party will not, without the written consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement that (A) does not provide for the unconditional written release of, or final resolution of, Liability of the Indemnified Party with respect to such Third Party Claim, or (B) places any obligations, other than payment obligations fully indemnified by the Indemnifying Party under this Agreement, on the Indemnified Party or on or relating to the Assets. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. . (d) If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph Section 5.3(a) or (cb), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (cSection 5.3(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, including interest from the date any sum is so expended by the Indemnified Party at a rate calculated pursuant to Section 13.16(b) of the Limited Partnership Agreement of the Partnership (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 PROVIDED that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld; and PROVIDED FURTHER, that the Indemnified Party will not, without the written consent of the Indemnifying Party, consent to the entry of any judgment or enter into any settlement that (i) does not provide for the unconditional written release of, or final resolution of, Liability of the Indemnifying Party with respect to such Third Party Claim, or (ii) places any obligations, other than payment obligations fully indemnified by the Indemnifying Party under this Agreement, on the Indemnifying Party or on or relating to the Assets. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. . (e) Notwithstanding the other provisions of this Section 13.25.3, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 5.3 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 13.2 5.3 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. , together with interest as provided in Section 5.3(d). (f) After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirementslaw, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c)5, 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 or on behalf of the Indemnified Party. (g) In the event a Third Party Claim is brought in which both the Partnership and Contributor are alleged to be liable or the liability as between the Partnership and Contributor is alleged to be joint, or in which the entitlement to indemnification under this Section 5 has not been determined, the Partnership and Contributor shall cooperate in the joint defense of such Third Party Claim and shall offer to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such matter. Such joint defense shall be under the general management and supervision of the party that is expected to bear the greater share of the liability, unless otherwise agreed; PROVIDED, HOWEVER, that neither party shall settle or compromise any such joint defense matter without the consent of the other, which consent shall not be unreasonably withheld or delayed. Any uninsured costs of such joint defense shall be borne as the parties may agree, PROVIDED, HOWEVER, that in the absence of such agreement, the defense costs shall be borne by the party incurring such costs; PROVIDED, FURTHER, that, if it is determined that one party was entitled to indemnification under this Section 5, the other party shall reimburse the party entitled to indemnification for all of its costs incurred in connection with such defense.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"), such Each Indemnified Party shall give prompt written notice (including copies of all papers served with respect to each Indemnifying Party promptly after such claim) to the party to whom the Indemnified Party is entitled has actual knowledge of any claim as to look for indemnification (the "Indemnifying Party") of the commencement thereofwhich indemnity may be sought, 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 the failure to so notify the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of any liability that it may have from its obligations to any indemnify such Indemnified Party Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party demonstrates that it is prejudiced therebyParty's ability to defend against such claim, action or proceeding. In case any Claim the event that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control elects to assume the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof Indemnifying Party has been specifically authorized in writing by agreed to pay such fees and expenses or (ii) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense been advised by counsel in a written opinion that there is or would be a conflict of the Indemnifying Party (if the interest between such Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to in the conduct of the defense of such participation. Notwithstanding the other provisions of this Section 13.2action (in which case, if such Indemnified Party notifies the Indemnifying Party disputes its potential liability in writing that it elects to employ separate counsel at the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor expense of the Indemnifying Party, the Indemnifying Party shall not be required to bear assume the costs and expenses defense of the such action or proceeding on such Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's requestbehalf, 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 Partyit being understood, however, that the Indemnifying Party shall reimburse not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the Indemnified Party in full same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all costs of Indemnified Parties, which firm shall be designated in writing by the litigation concerning such dispute. After it has been determinedapplicable Indemnified Parties; provided, by acknowledgment, agreement, or ruling of court of Legal Requirementshowever, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay be liable for up to two separate firms of attorneys for the Indemnified Parties as are required if, as to any Indemnified Party, such Indemnified Party shall have been advised by counsel in a written opinion that there is or cause to would be paid to a conflict of interest between such Indemnified Party and any other Indemnified Party in the conduct of the defense of such action). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the amount of the Liability within ten business days of receipt giving by the Indemnifying claimant or plaintiff to such Indemnified Party of a notice reasonably itemizing the amount of the Liability but only release from all liability in respect to the extent actually paid such claim or suffered by the Indemnified Partylitigation.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or The party seeking indemnification under Section 11.02 (b) (an "the “Indemnified Party"”) of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall agrees to give prompt written notice (including copies of all papers served with respect to such claim) to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the "“Indemnifying Party"”) of the assertion of any claim, or the commencement thereofof any suit, action or proceeding (“Claim”) in respect of which notice shall describe in reasonable detail indemnity may be sought under such Section and will provide the nature of the Third Indemnifying 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 such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations hereunder, except to the extent such failure shall have materially adversely prejudiced the Indemnifying Party. (b) If any claim or demand by an Indemnified Party demonstrates that it is prejudiced thereby. In case any under this Article 11 relates to a Claim that is subject to indemnification under subsection (a) shall be brought filed or made against an Indemnified Party and it shall give notice to the Indemnifying by a third party (a “Third Party of the commencement thereofClaim”), the Indemnifying Party may, may elect to control and at the request of the Indemnified Party shall, participate in and control appoint lead counsel for the defense of such Third Party Claim (unless the Third Party Claim with counsel of its choice reasonably satisfactory to seeks an injunction or other equitable relief against the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, expense; provided that if the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect parties to any Third Party Claim without shall include both an Indemnifying Party and an Indemnified Party, and the prior written consent of Indemnified Party shall have been advised by its outside counsel that there are available different or additional defenses to the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defendselect separate counsel (consisting of, with respect to any claim or related claims, one law firm and one local counsel) and to participate in the defense of such action on its behalf, at the sole cost and expense of the Indemnifying Party (Party. Subject to the foregoing, if the Indemnified Indemnifying Party is entitled elects to indemnification hereunder), the compromise or defend such Third Party Claim by all appropriate proceedingsClaim, which proceedings it shall be promptly and vigorously prosecuted by within 30 days of the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control receipt of such defense and proceedings; provided that the Indemnified Party shall not settle notice of such Third Party Claim without from the Indemnified Party (or sooner, if the nature of the Claim so requires) notify the Indemnified Party of its intent to do so. If the Indemnifying Party (i) advises such Indemnified Party in writing that the Indemnifying Party will not elect to defend, settle or compromise such action or claim or (ii) fails to make such an election in writing within 30 days of the receipt of such notice, such Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such Third Party Claim; provided that any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Until the Indemnifying Party may participate inmakes an election in accordance with this Section 11.03(b) to defend, but not controlsettle or compromise such action, any defense or settlement controlled by all of the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such Third Party pursuant Claim shall be Damages subject to this Section, and indemnification hereunder to the extent provided herein. (c) If the Indemnifying Party shall bear its own costs 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) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and expenses obligations with respect to such participation. Notwithstanding Third Party Claim or the settlement imposes injunctive or other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to equitable relief against the Indemnified Party under this Section 13.2 or the settlement requires an admission of fault or wrongdoing and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and (ii) the Indemnified Party shall reimburse be entitled to participate in the Indemnifying defense of such Third Party in full Claim and to employ separate counsel of its choice for all costs such purpose. The fees 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 separate counsel shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party. (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. The party in charge of the defense shall keep the other parties reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. (e) Each Indemnified Party shall be obligated to use reasonable best efforts to mitigate Damages upon becoming aware of any event which could reasonably be expected to give rise to such Damages. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the actual value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within 10 Business Days after the benefit is received. Each Indemnified Party shall use reasonable best efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 11.02.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or The Parent Indemnitee seeking indemnification (b) (an "the “Indemnified Party"”) of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification Shareholder Representative (the "“Indemnifying Party"”) of the assertion or commencement thereof, of any Claim in respect of which notice shall describe in reasonable detail indemnity may be sought and will provide the nature of the Third Indemnifying 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 such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve diminish the Indemnifying Party of any liability that it may have right to any Indemnified Party set-off against the Earn-out Amount hereunder, except to the extent the Indemnifying Party demonstrates that it the defense of the Claim is adversely prejudiced thereby. In case any Claim by the Indemnifying Party’s failure to give that is subject to indemnification under subsection notice. (ab) shall be brought against If an Indemnified Party and it shall give gives notice to the Indemnifying Party of the commencement thereofany Claim asserted by any third party (“Third-Party Claim”), then the Indemnifying Party may, and at the request of the Indemnified Party shall, shall be entitled to participate in and control the defense of the Third Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Party is also a Person against whom the Third-Party Claim is made and the Indemnified Party determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend the Third-Party Claim and provide indemnification with respect to the Third-Party Claim), to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified After notice from the Indemnifying 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and of its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails election to assume the defense of a Third the Third-Party Claim within a reasonable period after receipt of written notice pursuant (and subject to the first sentence of this subparagraph (cconditions set forth in the preceding sentence), the Indemnifying Party shall not, so long as it diligently conducts the defense, be liable to the Indemnified Party under this Article 10 for any fees of other counsel or if any other expenses with respect to the defense of the Third-Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of the Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third a Third-Party Claim, then (A) such assumption will conclusively establish for purposes of this Article 10 that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (B) no compromise or settlement of the Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party shall have Party’s written consent unless (1) there is no finding or admission of any violation of Applicable Law or any violation of the right to defend, at rights of any Person; (2) the sole cost and expense of relief provided is monetary damages that are paid in full by the Indemnifying Party (if unless, in connection with such settlement, the Indemnified Party is will be entitled to indemnification hereunder), reduce the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted Earn-out Amount by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent amount of the Indemnifying PartyDamages, in which case such consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not controlconditioned or delayed), any defense or settlement controlled by and (3) the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses have no liability with respect to such participation. any compromise or settlement of the Third-Party Claims effected without its written consent. (c) Notwithstanding the other provisions of this Section 13.2foregoing, if the Indemnifying an Indemnified Party disputes determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its potential liability Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Article 10, then the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle the Third-Party Claim, but the Indemnifying Party shall will not be required bound by any determination of any Third-Party Claim so defended for the purposes of this Article 10 or any compromise or settlement effected without its prior written consent (which may not be unreasonably withheld, delayed or conditioned). (d) With respect to bear the costs and expenses of any Third-Party Claim subject to indemnification under this Article 10: (i) both the Indemnified Party's defense pursuant to this Section 13.2 or of Party and the Indemnifying Party's participation therein , as the case may be, shall keep the other Person reasonably informed of the status of the Third-Party Claim and any related proceedings at all stages thereof where the Indemnified Party's requestPerson is not represented by its own counsel, and (ii) the Indemnified Parties agree to render to each other assistance as they may reasonably require of each other and to cooperate in good faith with each other to ensure the proper and adequate defense of any Third-Party shall reimburse Claim. (e) With respect to any Third-Party Claim subject to indemnification under this Article 10, the Indemnifying Party parties agree to cooperate in a manner as to preserve in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only (to the extent actually paid possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use reasonable efforts, in respect of any Third-Party Claim in which it has assumed or suffered by participated in the Indemnified Partydefense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (If an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim")Party wishes to seek indemnification under this Article 9, such the Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) thereof to the party to whom from which indemnification is sought (the “Indemnifying Party”); provided, that in the case of any action or lawsuit brought or asserted by a third party (a “Third Party Claim”) that would entitle the Indemnified Party is entitled to look for indemnification (indemnity hereunder, the "Indemnified Party shall promptly notify the Indemnifying Party") Party of the commencement thereof, which notice shall describe same 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 Agreementwriting; provided further, that the failure to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that it is has been materially prejudiced thereby. In case any Claim that is subject to Any request for indemnification under subsection (a) shall be brought against made by an Indemnified Party shall be in writing, shall specify in reasonable detail the basis for such claim, the facts pertaining thereto and, if known and it quantifiable, the amount thereof. (b) In the case of any Third Party Claim, the Indemnified Party shall give notice select counsel for the defense of such claim and conduct the defense diligently and in good faith; provided that at all times, the Indemnified Party shall not be authorized to enter into a settlement with respect to such Third Party Claim without the Indemnifying Party’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), unless the Indemnified Party releases the Indemnifying Party of the commencement thereof, the Indemnifying Party may, from all indemnification obligations and at the request of the Indemnified Party shall, participate in and control the defense of the Liability with respect to such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyClaim. 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, (ii) keep the Indemnifying Party failed to assume apprised of the defense and employ counsel or failed to diligently prosecute or settle the status of any Third Party Claim or (iii) there Claim, shall exist or develop a conflict that would ethically prohibit counsel to furnish the Indemnifying Party from representing the Indemnified Party. If requested by with all documents and information that the Indemnifying PartyParty reasonably requests, the Indemnified Party agrees to cooperate and shall consult with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects prior to contestacting on major matters, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claimincluding settlement discussions. The Indemnifying Party shall be at all times have the sole judge right to participate in such defense at its own expense directly or through counsel. If the Indemnified Party ceases conducting a diligent good faith defense of the acceptability of any compromise or settlement of any claima Third Party Claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that then the Indemnifying Party will give may undertake the Indemnified Party reasonable prior written notice defense of any (with counsel selected by the Indemnifying Party), but shall not compromise or settle such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party. If a Third Party Claim is one that, which shall by its nature, cannot be unreasonably withheld. The Indemnifying defended solely by the Indemnified Party (if and the Indemnified Party is entitled to indemnification hereunder) shall reimburse controlling the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If defense, then the Indemnifying Party fails to assume and Indemnified Party will cooperate with each other in all reasonable respects in connection with the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third such Third-Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to Any party seeking indemnification under subsection Section 12.02 (a) or (b) (an "the “Indemnified Party"”) of notice of any pending or threatened claim against it (a "Claim"), such Indemnified Party shall give prompt written notice to the party against whom indemnity is sought (including copies the “Indemnifying Party”) of all papers served the assertion or commencement of any claim, action, suit or proceeding by any third party alleging facts that if proven true would constitute a misrepresentation or breach of warranty by the Seller or any of the Principals, or with respect to such claim) to any Ancillary Agreement, the party to whom Company (a “Third Party Claim”); provided that no delay on the part of the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify notifying the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party or obligation hereunder except to the extent that the Indemnifying Party demonstrates that it is has been prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the The Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for at its reasonable out of pocket costs incurred with respect to such cooperationown expense. If the Indemnifying Party fails to assume assumes control of the defense of a Third Party Claim within a reasonable period after receipt Claim, the Indemnifying Party shall not be liable under Section 12.02 for any settlement effected by the Indemnified Party without its consent of written notice pursuant to any Third Party Claim. Notwithstanding the first sentence of this subparagraph (c)foregoing, or if the Indemnifying Party assumes the defense of a Third Party Claim and if the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the later determines in good faith that a Third Party ClaimClaim is likely to materially adversely affect it or its business in a manner that may not be adequately compensated by money damages, then the Indemnified Party shall have may, by written notice to the Indemnifying Party, assume the exclusive right to defend, at the sole cost and expense of the Indemnifying Party (if compromise, or settle such claim. If the Indemnified Party is entitled shall so assume the exclusive right to indemnification hereunder)defend, the Third Party Claim by compromise, or settle such claim, all appropriate proceedings, which proceedings shall be promptly attorneys’ fees and vigorously prosecuted other expenses incurred by the Indemnified Party to a final conclusion in the defense, compromise or settled. The Indemnified Party shall have full control settlement of such defense claim shall be at the Indemnified Party’s expense and proceedings; provided that shall not be eligible for indemnification from the Indemnifying Party, but the Indemnified Party shall not settle such Third Party Claim without the written consent of be entitled to be indemnified by the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, for the full amount of any defense or settlement controlled other Damages suffered by the Indemnified Party pursuant to this Sectionas 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 Indemnifying Party defense thereof and shall bear its own costs and expenses consider in good faith recommendations made by the other party with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partythereto.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or In order for a party (b) (an "the “Indemnified Party"”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of notice of or involving a Loss or a claim or demand made against the Indemnified Party in connection with any pending third party litigation, arbitration, action, suit, proceeding, claim or threatened claim against it demand for which such Indemnified Party may seek indemnification hereunder (a "“Third Party Claim"”), such Indemnified Party shall give prompt written promptly deliver notice (including copies of all papers served with respect to such claim) thereof to the party against whom indemnity is sought (the “Indemnifying Party”) and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request and of its claims of indemnification with respect thereto. The failure to whom provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the against any and all Losses that may result from a Third Party Claim to the extent feasible provided in and pursuant to the basis terms of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify , the Indemnifying Party shall not relieve have the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give right, upon written notice to the Indemnifying Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement thereofof such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim (which expenses shall not be applied against any indemnity limitation herein) with counsel of its choice reasonably selected by the Indemnifying Party and 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 first sentence of 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 Party Claim, 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 of such counsel shall have been specifically authorized in writing by the Indemnifying Party, Party or (ii) the Indemnifying Party failed named parties to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iiiincluding any impleaded parties) there shall exist or develop a conflict include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that would ethically prohibit representation by counsel to the Indemnifying Party from representing of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest, or (iii) the Indemnifying Party is not defending such Third Party Claim in the good faith determination of the Indemnified Party. If requested by the Indemnifying PartyParty assumes the defense of any Third Party Claim, the Indemnified Party agrees to shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party all witnesses, pertinent records, materials and information in contesting 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 that Claim, the Indemnifying Party elects to contestshall not, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperation. If Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the Indemnifying claimant or plaintiff of the Indemnified Party fails to assume from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the defense Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) The indemnification required hereunder in respect of a Third Party Claim shall be made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party, together with interest on any amount not repaid as necessary to the Indemnified Party by the Indemnifying Party within a reasonable period five (5) Business Days after receipt of written notice pursuant of such Losses, from the date such Losses have been notified to the first sentence Indemnifying Party, at the rate of this subparagraph (cinterest described in Section 2.9(a)(iii), or if the Indemnifying Party assumes the defense . In order to satisfy any indemnification obligations of the Indemnified Party Seller pursuant to this subparagraph Article VIII, the Buyer (cand each of its directors, officers, employees, representatives and other Affiliates) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at recover Losses from the sole cost Escrowed Funds to the extent available and expense subject to the terms of the Indemnifying Party (if Escrow Agreement. Without limiting the Indemnified Party is entitled to indemnification hereunder)foregoing, the Third Party Claim by all appropriate proceedings, which proceedings ability of Buyer to recover for any Losses under this Article VIII shall represent an express contract right to recover against the Escrowed Funds and nothing in this Article VIII shall be promptly and vigorously prosecuted deemed to require Buyer to obtain jurisdiction over the Seller, or pursue any process in connection therewith beyond that expressly required by the terms of this Article VIII. Any indemnification obligations pursuant to this Article VIII of the Buyer shall be paid in cash. The parties agree that to the greatest extent possible the payment of any indemnity hereunder shall be treated as an adjustment to the Purchase Price paid by the Buyer hereunder for Tax purposes. As used herein, the term “Net Losses” shall mean the amount of any Losses indemnified under this Article, calculated after giving effect to (i) any insurance proceeds received by the Indemnified Party (or any of its Affiliates) from an unaffiliated insurance carrier with respect to a final conclusion such Losses (net of any increase in premiums or settledother out-of-pocket expenses incurred in connection with recovering such insurance proceeds), and (ii) any actual recoveries obtained by the Indemnified Party (or any of its Affiliates) from any third party in respect of such Loss. The Indemnified Party shall have full control use commercially reasonable efforts to obtain proceeds, benefits and recoveries referred to in clause (i) of the preceding sentence. If any such defense and proceedings; provided that the proceeds, benefits or recoveries are received by an Indemnified Party shall not settle such Third Party Claim without the written consent (or any of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses Affiliates) with respect to any such participation. Notwithstanding the other provisions of this Section 13.2, if the Losses after an Indemnifying Party disputes its potential liability (or such Affiliate) shall have made a payment to the Indemnified Party under this Section 13.2 and if Article, the Indemnified Party shall return the amount of such dispute is resolved in favor proceeds, benefits or recoveries to the Indemnifying Party (up to the amount of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs ’s payment and taking into account any net increase in premiums or other out-of-pocket expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, incurred in connection with recovering such insurance proceeds and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable any net Tax cost to the Indemnified Party under this Section 13.2(c)of the receipt of such proceeds, benefits or recoveries and the return of such payment (or a portion thereof) to the Indemnifying Party shall pay or cause to be paid to the Party). No Indemnified Party the amount will be entitled to recover from an Indemnifying Party more than once in respect 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 Partysame Loss.

Procedures. (a) Promptly after the receipt by a Person entitled any party (the “Indemnified Party”) of notice of: (i) any claim, or (ii) the commencement of any action, proceeding or litigation (collectively, “Litigation”) which may entitle such party to indemnification under subsection this Section, such party shall give the other party (athe “Indemnifying Party”) written notice of such claim or the commencement of such claim or Litigation and shall permit the Indemnifying Party to assume the defense of any such Litigation. The failure to give the Indemnifying Party timely notice under this clause shall not preclude the Indemnified Party from seeking indemnification from the Indemnifying Party unless such failure has materially prejudiced the Indemnifying Party’s ability to defend such claim or Litigation. (b) (an "If the Indemnifying Party assumes the defense of any such claim or Litigation with counsel reasonably acceptable to the Indemnified Party") , the obligations of notice of any pending or threatened claim against it (a "Claim"), such Indemnified the Indemnifying Party shall give prompt written notice (including copies of all papers served with respect as to such claim) claim or Litigation shall be limited to taking all steps necessary in the party defense or settlement of such claim or Litigation and to whom holding the Indemnified Party is entitled to look for indemnification (harmless from and against any losses, damages and liabilities caused by or arising out of any settlement approved by the "Indemnifying Party") of the commencement thereofparty or any judgment in connection with such claim or Litigation; however, 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; Party may participate, at its or his expense, in the defense of such claim or Litigation provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in direct and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Partysuch claim or Litigation. The Indemnified Party shall have the right to employ separate counsel cooperate and make available all books and records reasonably necessary and useful 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, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate connection with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claimdefense. The Indemnifying Party shall be not, in the sole judge defense of the acceptability such claim of any compromise or settlement of any claimLitigation, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment judgment, except with written consent of the indemnified Party, or enter into any settlement settlement, except with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim or Litigation. (c) If the Indemnifying Party shall not be unreasonably withheldassume the defense of any such claim or Litigation, the Indemnified Party may, but shall have no obligation to, defend against such claim or Litigation in such manner as it may deem appropriate. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall promptly reimburse the Indemnified Party for its the amount of all reasonable out expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of pocket costs incurred such claim or Litigation. If no settlement of the claim or Litigation is made, the Indemnifying party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such cooperation. If the Indemnifying Party fails to assume the defense claim or in such Litigation and of a Third Party Claim within a all reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c)expenses, legal or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claimotherwise, 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 incurred by the Indemnified Party to a final conclusion in the defense against such claim or settled. The Indemnified Litigation. (d) Regardless of whether the Indemnifying Party shall have full control assumed the defense of any such defense and proceedings; provided that claim or Litigation, the Indemnified Party party shall not settle admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim claim or Litigation 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. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person In order for an indemnified party (the "INDEMNIFIED PARTY") to be entitled to any indemnification provided for under subsection this Agreement (aexcept with respect to claims made pursuant to section 7.02(vi) or (b) (an "Indemnified Party") of notice of any pending or threatened claim against it (a "Claim"to which such procedures shall not apply), such Indemnified Party shall give prompt written notice (including copies shall, within 20 days following the discovery of all papers served with respect the matters giving rise to such claim) to any Loss, notify the indemnifying party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying PartyINDEMNIFYING PARTY") in writing of the commencement thereofits claim for indemnification for such Loss, which notice shall describe specifying in reasonable detail the nature of the Third Party Claim, an estimate of such Loss and the amount of damages attributable the liability estimated to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreementaccrue therefrom; provided PROVIDED, HOWEVER, that the failure to so notify the Indemnifying Party give such notification shall not relieve affect the Indemnifying Party of any liability that it may have to any Indemnified Party indemnification provided hereunder except to the extent the Indemnifying Party demonstrates shall have been actually prejudiced as a result of such failure (except that it is prejudiced thereby. In case the Indemnifying Party shall not be liable for any Claim that is subject to indemnification under subsection (a) shall be brought against an expenses incurred during the period in which the Indemnified Party and it failed to give such notice). Thereafter, the Indemnified Party shall give notice deliver to the Indemnifying Party, promptly after the Indemnified Party's receipt thereof, all information and documentation reasonably requested by the Indemnifying Party with respect to such Loss; PROVIDED, HOWEVER, that failure to make such delivery shall not affect the indemnification provided here under except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. If the commencement thereofindemnification sought pursuant hereto involves a claim made by a third party (which shall not include Parent, Seller or any of their affiliates or Purchaser or its affiliates) against the Indemnified Party (a "THIRD PARTY CLAIM"), the Indemnifying Party may, and at the request of the Indemnified Party shall, shall be entitled to participate in and control the defense of such Third Party Claim and, if it so chooses, to assume the defense of such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing selected by the Indemnifying Party, (ii) . Should the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails so elect to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required liable to bear the costs and Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all of the Indemnified Party's parties hereto shall cooperate in the defense pursuant to this Section 13.2 or of prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's participation therein at request) the Indemnified Party's requestprovision to the Indemnifying Party of records and information which are relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall reimburse will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party in may recommend and which by its terms obligates the Indemnifying Party to pay the full for all costs and expenses amount of the litigation concerning liability in connection with such dispute. If Third Party Claim; PROVIDED that if such settlement, compromise or discharge would impose a dispute over potential liability is resolved in favor of material order, material injunction or other material non-monetary damages on the Indemnified Party, the Indemnifying Party shall reimburse not settle or compromise such Third Party Claim without prior written consent of the Indemnified Party in full for all costs of the litigation concerning such dispute(which consent shall not be unreasonably withheld or delayed). After it has been determined, by acknowledgment, agreement, Whether or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), not the Indemnifying Party shall pay or cause to be paid to have assumed the defense of a Third Party Claim, the Indemnified Party the amount of the Liability within ten business days of receipt by shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without 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's prior written consent.