Common use of Procedures Clause in Contracts

Procedures. The party seeking indemnification under Section 10.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The party seeking indemnification (a) Any Person that may be entitled to be indemnified under Section 10.02 this Article IX (the “Indemnified Party”) agrees to give prompt notice to shall promptly notify the party against whom indemnity is sought Party liable (or who may be liable) for such indemnification (the “Indemnifying Party”) in writing upon becoming aware of the assertion of any claim, a claim or the commencement of any suit, action or proceeding (“Claim”) a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity may be sought under pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such Section claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and will circumstances with respect to the subject matter of such claim or demand and the Covered Losses incurred or suffered as a result thereof and providing all material documents reflecting or evidencing the basis for such claim; provided that the failure to provide such notice shall not release the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any of its obligations hereunderunder this Article IX, except to the extent that the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delay. (b) The Indemnifying Party shall respond promptly to any claim for indemnification by the Indemnified Party, and, in the event of any dispute in respect of a claim for indemnification, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute for at least twenty (20) business days after notice of such claim and, if not resolved through negotiations, either the Indemnifying Party or the Indemnified Party may exercise any and all remedies set forth in this Agreement; provided that nothing herein shall preclude any Party from seeking performance or other equitable relief at any time. (c) Upon receipt of a notice of a Third-Party Claim for indemnity from an Indemnified Party pursuant to Section 9.2 or Section 9.3: (i) The Indemnifying Party will be entitled, by notice to the Indemnified Party delivered within twenty (20) business days of the receipt of notice of such Third-Party Claim, to assume the defense and control of such Third-Party Claim (at the expense of such Indemnifying Party). Notwithstanding an election to assume the defense of such Third-Party Claim, the Indemnified Party shall have adversely affected the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. a. The (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Claim asserted Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (“Third C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party Claim”) andand its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, subject as appropriate, so as to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel allow for such defense, disclosure in each case at its expensea manner that does not result in the loss of such privilege or protection). b. (iii) If the Indemnifying Party shall assume has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the defense entry of any Third judgment arising from, any Third-Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party shall be entitled to participate is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the defense case of such Third Party Claim and to employ separate counsel Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of its choice for such purposePurchaser being the Indemnifying Party). The fees and expenses For the avoidance of such separate counsel shall be paid by doubt, the Indemnified Party. The Indemnifying Party shall have no indemnification obligations obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any Third portion of a Third-Party Claim that shall be settled is not fully indemnifiable by the Indemnifying Party hereunder. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, no Indemnified Party will admit any Liability, or consent to the entry of any judgment or enter into any settlement or compromise, with respect to a Third-Party Claim for which the Indemnifying Party may have any liability hereunder without the prior written consent of the Indemnifying Party, which Party (such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). c. Each party shall cooperate(iv) Notwithstanding the foregoing, 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 Indemnified Party shall keep the Indemnifying Party fully informed of shall not be entitled to assume the defense of any Third Third-Party Claim conducted by such Indemnified Party. d. Each if the Indemnified Party shall use reasonable efforts is the only Person with actual or potential liability with respect to collect the Third-Party Claim and the Indemnified Party irrevocably waives any amounts available rights it may have to indemnification under insurance coverage, or from any other Person alleged this Article IX with respect to be responsible, for any Damages payable under Section 10.02such Third-Party Claim.

Procedures. The party seeking indemnification under Section 10.02 (the a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) agrees to give prompt be entitled to any indemnification provided for under this Agreement as a result of a Loss or a claim or demand made by any third Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought Seller or the Purchaser, as the case may be, (the “Indemnifying Party”) ), promptly after receipt by such Indemnified Party of written notice of the assertion Third-Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of any claim, or computation of the commencement amount of any suit, action or proceeding such claim (“Claim”if known) in respect of which indemnity may be sought under and such Section and will provide the Indemnifying Party such other information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article XI, except to the extent that the Indemnifying Party is actually prejudiced by such failure. (b) An Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that, if, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party such witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereundersettle, except to the extent compromise or discharge such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain without the prior written consent of the Indemnified Party (which shall not be unreasonably withheldParty, delayed unless such settlement, compromise or conditioned) before entering into any settlement discharge of such Third Third-Party Claim by its terms obligates the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, but only if the settlement does not release and releases the Indemnified Party from all liabilities and obligations completely in connection with respect to such Third Third-Party Claim Claim. Whether or if not the settlement imposes injunctive or other equitable relief against Indemnifying Party assumes the Indemnified Partydefense of a Third-Party Claim, and the Indemnified Party shall be entitled not admit any Liability with respect to, or settle, compromise or discharge, or offer to participate in the defense of settle, compromise or discharge, such Third Third-Party Claim and 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 employ separate counsel of its choice for be collected from such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by , the Indemnified Party without the prior written consent shall deliver notice of such claim promptly to the Indemnifying Party, which consent describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not be unreasonably withheld, delayed or conditioned. c. Each party shall cooperate, and cause their respective Affiliates release the Indemnifying Party from any of its obligations under this Article XI except to cooperate, in the defense or prosecution of any Third extent that the Indemnifying Party Claim and shall furnish or cause to be furnished is prejudiced by such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithfailure. The Indemnified Party shall keep reasonably cooperate and assist the Indemnifying Party fully informed of in determining the defense validity of any Third claim for indemnity by the Indemnified Party Claim conducted and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters, in each case, to the extent reasonably required by such Indemnified the Indemnifying Party. d. 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 10.02.

Procedures. (a) The party seeking indemnification under Section 10.02 11.02 hereof (the “Indemnified Party”) agrees to give reasonably prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, an “ClaimAction”) in respect of which indemnity may be sought under such Section 11.02 hereof and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The parties hereby acknowledge and agree that the failure by any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement except to the extent that (i) such failure shall have adversely affected results in a failure of actual notice to the Indemnifying PartyParty and (ii) such Indemnifying Party is prejudiced as a result of such failure to give notice. a. (b) The Indemnifying Party shall be entitled to participate in the defense of of, investigation of, or corrective action required to be undertaken in response to, any Claim Action asserted by a third party, including any third party Governmental Authority (a “Third Party ClaimAction”) and, subject to the limitations set forth in this SectionSection 11.03 or in Section 11.04 hereof, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expenseown expense subject to the “basket” and “cap”, if applicable, as described in Section 11.02 hereof. b. (c) If the Indemnifying Party shall assume the control and cost of the defense of any Third Party Claim Action in accordance with the provisions of this Section 10.0311.03 or of Section 11.04 hereof, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (Party, which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only Action if the settlement does not provide for the unconditional written release of the Indemnified Party from any and all liabilities and obligations with respect to such Third Party Claim Action or if the settlement imposes injunctive or any form of relief other equitable relief than monetary against the Indemnified Party, Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim Action and to employ separate legal counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party, subject to the “basket” and “cap”, if applicable, as described in Section 11.02 hereof. The In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the ability of the Indemnifying Party to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have no indemnification obligations with respect the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any Third such claim at the sole cost of the Indemnifying Party Claim subject to the “basket” and “cap”, if applicable, as described in Section 11.02 hereof, provided that shall be settled by if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the prior written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld, delayed or conditioned. c. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim Action, including any counterclaims filed by Seller, Parent or Buyer, and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. The Indemnified Party This cooperation shall keep the Indemnifying Party fully informed be provided without cost or expense of the defense other party other than reimbursement of any Third Party Claim conducted by such Indemnified Partyout-of-pocket travel or similar expenses subject to Section 11.02 hereof. d. (e) 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 10.0211.02 hereof.

Procedures. (a) The party seeking indemnification under Section 10.02 12.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected prejudiced the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume control the control defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. b. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.0312.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed conditioned or conditioneddelayed) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. (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 . (e) Each Indemnified Party shall keep 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 fully informed 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 defense value of the benefit (or, if less, the amount of any Third such loss previously paid by the Indemnifying Party) to the Indemnified Party Claim conducted by such of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. d. (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 10.0212.02.

Procedures. The party seeking indemnification under Section 10.02 (the “If any Indemnified Party”) agrees to give prompt Party receives notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action Action made or proceeding brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) in against such Indemnified Party with respect of to which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party may reasonably requestprompt written notice thereof, but in any event not later than twenty (20) Business Days after receipt of such notice of such Third Party Claim. The failure to so notify the Indemnifying Party give such prompt written notice shall not not, however, relieve the Indemnifying Party of its obligations hereunderindemnification obligations, except and only to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall assume describe the control of the defense of any Third Party Claim in accordance with reasonable detail, shall include copies of all material written evidence thereof and shall indicate the provisions of this Section 10.03estimated amount, the Indemnifying Party shall obtain the prior written consent if reasonably practicable, of the Indemnified Party (which shall not Loss that has been or may be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid sustained by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect the right to any Third Party Claim that shall be settled participate in, or by giving written notice to the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of assume the defense of any Third Party Claim conducted at the Indemnifying Party’s expense and by such Indemnified the Indemnifying Party. d. Each ’s own counsel, and the Indemnified Party shall use reasonable efforts cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to collect defend or direct the defense of any amounts available under insurance coveragesuch Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from any other Person alleged or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be responsiblewaived, 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. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any Damages payable under Section 10.02and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

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

Procedures. The party seeking Any Person that may be entitled to indemnification under Section 10.02 this Agreement (the an “Indemnified Party”) agrees to shall give prompt written notice to the party against whom indemnity is sought Person obligated to indemnify it (the an “Indemnifying Party”) of the assertion with reasonable promptness upon becoming aware of any claim, claim or other facts upon which a claim for indemnification will or is reasonably likely to be based; the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party notice shall set forth such information with respect thereto that the Indemnifying Party may as is then reasonably request. The failure available to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations the right to undertake the defense of any such claim asserted by a third party with respect counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall cooperate in such defense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party in connection therewith at the Indemnifying Party’s expense. If the Indemnifying Party shall have assumed the defense of the claim with counsel reasonably satisfactory to the Indemnified Party, the Indemnifying Party shall not be liable to the Indemnified Party for any Third Party Claim that shall be settled legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnifying Party shall not be liable for any claim settled without the prior written consent of the Indemnifying Partyits consent, which consent shall not be unreasonably withheldwithheld or delayed. The Indemnifying Party shall obtain the written consent of the Indemnified Party prior to ceasing to defend, delayed settling or conditioned. c. Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution otherwise disposing of any Third claim. In no event shall the indemnifying Party Claim and shall furnish without notice to the other Party, institute, settle or cause to be furnished such recordsotherwise resolve any claim or potential claim, information and testimony, and attend such conferences, discovery proceedings, hearings, trials action or appeals, as may be reasonably requested in connection therewith. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Partyproceeding. d. 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 10.02.

Procedures. The party (a) Any Person seeking indemnification under Section 10.02 6.2 (the “"Indemnified Party”") agrees to give prompt written notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim that does not involve a Third Party Claim, which notice shall describe in reasonable detail the nature of the claim, or an estimate of the commencement 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 Third Party Claim), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that any failure to timely give such notice shall not relieve the Indemnifying Party of any suitof its obligations under this Section 6 except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c) Any Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such 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 or entity asserting the Third Party Claim or any cross-complaint against any person or entity, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto hereunder, provided that the Indemnifying Party may reasonably request. The failure to so notify will give the Indemnifying Indemnified Party shall reasonable prior written notice of any such proposed settlement or compromise and will not relieve the Indemnifying Party of its obligations hereunder, except consent to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense entry of any Claim asserted by judgment or enter into any third party (“Third Party Claim”) and, subject settlement with respect to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain without the prior written consent of the Indemnified Party (Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. (d) If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of subparagraph (c), delayed or conditionedif the Indemnifying Party assumes the defense of the Indemnified Party pursuant to subparagraph (c) before entering into any settlement of such but fails diligently to prosecute or settle the Third Party Claim, but only if the settlement does not release then the Indemnified Party from 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 liabilities appropriate proceedings, which proceedings shall be promptly and obligations with respect 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 if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, delayed but not control, any defense or conditionedsettlement 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. c. Each party (e) Notwithstanding the other provisions of this Section 6.3, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 6.3 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall cooperatenot be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 6.3 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. (f) After it has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable to the Indemnified Party under this Section 6, the Indemnifying Party shall pay or cause their respective Affiliates to cooperatebe 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 or prosecution of any such Third Party Claim and shall furnish or cause offer to be furnished each other such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, assistance as may reasonably be reasonably requested in connection therewith. The Indemnified Party shall keep order to ensure the Indemnifying Party fully informed of the proper and adequate defense of any Third Party Claim conducted 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 Indemnified Partycosts; 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. d. 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 10.02.

Procedures. (a) The party seeking indemnification under Section 10.02 6.01 (the “Indemnified Party”) agrees to shall give prompt notice in writing to the party Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim, claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section Section. Such notice shall set forth in reasonable detail such Third Party Claim and will provide the Indemnifying Party such basis for indemnification (taking into account the information with respect thereto that then available to the Indemnifying Party may reasonably requestIndemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely affected prejudiced the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) Claim and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for the alleged Damages resulting from such Third Party Claim as provided under this Article 6; and provided further that #90879273v29 any Third Party Claim relating to any alleged infringement, misappropriation or other violation of any third-party Intellectual Property Right shall be solely controlled by Pernix, who will act under and at the direction of the Company Board so long as there is no conflict between the Company’s rights and interests and Pernix’s rights and interests; and in the case of any conflict, the Company shall assume control of such defense and Pernix shall be entitled to participate in the defense and employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by Pernix. b. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 6.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 6.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Subsidiaries, or (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.036.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed conditioned or conditioneddelayed) before entering into any settlement of such Third Party Claim, but only if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified PartyParty or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim, and the Indemnified Party shall be entitled to participate in the defense of such any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party. The ; provided that the Indemnifying Party shall have no indemnification obligations with respect to any Third pay the reasonable fees and expenses of such separate counsel if representation of both the Indemnifying Party Claim that shall be settled by and the Indemnified Party without by the prior written consent same counsel would create a conflict of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedinterest. c. (f) Each party Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (g) In the event an Indemnified Party has a claim for indemnity under Section 6.01 against an Indemnifying Party that does not involve a Third Party Claim, the #90879273v29 Indemnified Party agrees to give prompt, written notice of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The Indemnified Party shall keep failure to so notify the Indemnifying Party fully informed shall not relieve the Indemnifying Party of its obligations hereunder, except to the defense of any Third extent such failure shall have materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party Claim conducted by such Indemnified Party. d. Each does not notify the Indemnified Party shall use reasonable efforts within thirty (30) days following the receipt of a written notice with respect to collect any amounts available under insurance coverage, or from any other Person alleged such claim that the Indemnifying Party disputes its indemnity obligation to be responsible, the Indemnified Party for any Damages payable under Section 10.02with respect to such claim, such Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to such claim, the Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by binding arbitration pursuant to the terms set forth in ‎Section 8.07.

Procedures. The party seeking indemnification under Section 10.02 If any Party (the “Indemnified Party”) agrees receives notice of any Third Party Claim for which the other Party has an obligation to give prompt notice to the party against whom indemnity is sought indemnify (the “Indemnifying Party”) of ), the assertion of any claimIndemnified Party shall, or the commencement of any suitas promptly as is reasonably possible, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide give the Indemnifying Party notice of such information with respect thereto Third Party Claim; provided, however, that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party give such notice promptly shall not only relieve the Indemnifying Party of its obligations hereunder, except any indemnification obligation it may have hereunder to the extent such failure shall have adversely affected diminishes the ability of the Indemnifying Party. a. Party to respond to or to defend against such Third Party Claim. The Indemnifying Party and the Indemnified Party shall be entitled consult and cooperate with each other regarding the response to participate in and the defense of any such Third Party Claim asserted by and the Indemnifying Party shall, upon its acknowledgment in writing of its obligation to indemnify, be entitled to and shall assume the defense or represent the interests of the Indemnified Party (or any third party (“other applicable indemnified parties) in respect of such Third Party Claim”, that shall include the right to select and direct legal counsel and other consultants to appear in proceedings on behalf of the Indemnified Party (or any other applicable indemnified parties) andand to propose, subject to accept or reject offers of settlement, all at its sole cost; provided, however, that no such settlement that requires any payment or action by or admits wrongdoing of the limitations set forth in this Section, Indemnified Party (or any other applicable indemnified parties) shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain made without the prior written consent of the Indemnified Party (which shall Party, such consent not to be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release . Nothing herein shall prevent the Indemnified Party from all liabilities retaining its own counsel and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, participating in its own defense at its own cost and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedexpense. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The party seeking (a) Any Person desiring indemnification under Section 10.02 this Article VII and entitled thereto (the an “Indemnified Party”) agrees to shall, promptly upon becoming aware thereof, give prompt written notice thereof to the party against whom indemnity is sought Party obligated to indemnify such Indemnified Party (such notified Party, the “Indemnifying Responsible Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto ); provided that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually prejudiced thereby. Such notice by such failure Indemnified Party shall have adversely affected state the Indemnifying Partyamount 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. a. The Indemnifying (b) If a claim, action, suit or Proceeding by a Person other than a Party shall be entitled to participate in the defense of any Claim asserted by any third party hereto (a “Third Third-Party Claim”) andis made against any Indemnified Party, subject 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 limitations set forth extent that the Responsible Party is actually prejudiced thereby. (c) With respect to any Third-Party Claim, the Responsible Party shall have thirty (30) days after receipt of such notice (or such shorter period as an answer or response is required in this Sectionany Proceeding) to assume the conduct and control, at the expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party and the fees and expenses of such counsel shall be borne by the Indemnified Party. Notwithstanding the foregoing, the Responsible Party shall not be entitled to assume the control of the defense as to any matter, and appoint lead if subject to indemnification under this Article VII, shall pay the reasonable fees and expenses of counsel for such defenseselected and retained by the Indemnified Party, in each case at its expense. b. connection with: (i) any Third-Party Claim seeking specific performance or other equitable remedies, (ii) any Third-Party Claim in which a conflict of interest exists between the Responsible Party and the Indemnified Party, or (iii) any Third-Party Claim with respect to which the Indemnified Party determines in good faith that the Losses relating to such claim are likely to exceed the maximum amount that the Indemnified Party would then be entitled and able (after taking into account the financial resources of the Responsible Party) to recover under the applicable provisions of this Article VII (collectively, the “Litigation Control Conditions”). If the Indemnifying Indemnified Party shall assume assumes the control of the defense of any Third such Third-Party Claim in accordance with because the provisions of this Section 10.03, the Indemnifying Third-Party shall obtain the prior written consent Claim meets one or more of the Indemnified Party (which shall not be unreasonably withheldLitigation Control Conditions, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled have the right to participate in assume control of the defense of such Third the Third-Party Claim and but shall not thereby waive any right to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect therefor pursuant to any Third Party Claim this Agreement; provided, however, that shall be settled by the Indemnified Party shall not consent to an entry of judgment or settle such Third-Party Claim without the prior written consent of the Indemnifying Responsible Party, which consent shall not be unreasonably withheld. The Responsible Party shall, delayed 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 conditionedsettle any Third-Party Claim, provided that (i) the Responsible Party pays in full all monetary amounts due under the settlement, (ii) the settlement does not impose any non-monetary relief or future obligation on the Indemnified Party, and (iii) the settlement does not contain any findings of fact or an admission of liability of guilt on the part of the Indemnified Party. c. Each party (d) Any Indemnified Party shall cooperate, cooperate in all reasonable respects with the Responsible Party and cause their respective Affiliates to cooperate, its attorneys in the investigation, trial and defense or prosecution of any Third Third-Party Claim and any appeal arising therefrom and, at the expense of the Responsible Party, shall furnish or cause to be furnished such books, records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, and appeals as may be reasonably requested in connection therewith. The Such cooperation shall include access during normal business hours afforded to the Responsible Party and its agents and representatives to, and reasonable retention by the Indemnified Party shall keep of, books, records and information which have been identified by the Indemnifying Responsible Party fully informed of the defense as being reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any Third Party Claim conducted by such Indemnified Partymaterial provided hereunder. d. 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 10.02.

Procedures. The party seeking indemnification under Section 10.02 Adimab Indemnitees or Mersana Indemnitees, as the case may be, will (a) provide the “Indemnified Party”) agrees to give indemnifying Party with prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Third Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure Claim giving rise to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations an indemnification obligation hereunder, except (b) permit the indemnifying Party to the extent assume full responsibility to investigate, prepare for and defend against any such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Third Party shall be entitled to participate Claim, (c) provide reasonable assistance in the defense of any Claim asserted by any third party such claim at the indemnifying Party’s reasonable expense, and (“d) not compromise or settling such Third Party Claim”) andClaim without the indemnifying Party’s advance written consent; provided, subject however, that no delay on the part of the indemnified Party in notifying the indemnifying Party shall relieve the indemnifying Party from any obligation hereunder unless (and then only to the limitations set forth in this Sectionextent that) the indemnifying Party is actually prejudiced thereby. Notwithstanding the foregoing, shall be entitled to if the indemnifying Party does assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any the Third Party Claim in accordance with the provisions of this Section 10.03Claim, the Indemnifying indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall will not be unreasonably withheld, delayed or conditioned) before entering into agree to any settlement of such Third Party Claim, but only if the settlement Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified indemnified Party from all liabilities and obligations liability with respect to such Third Party Claim thereto or if that imposes any liability or obligation on the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified indemnified Party without the prior written consent of the Indemnifying indemnified Party. If the Parties cannot agree as to the application of the foregoing Sections 10.1 and 10.2, which consent shall not be unreasonably withheld, delayed or conditioned. c. Each party shall cooperateeach may conduct separate defenses of the Third Party Claim, and cause their respective Affiliates each Party reserves the right to cooperate, claim indemnity from the other in accordance with this ARTICLE 10 upon the defense or prosecution resolution of any the underlying 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 Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified PartyClaim. d. 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 10.02.

Procedures. The (a) A party seeking indemnification under Section 10.02 pursuant to Sections 7.2 or 7.3 (the an “Indemnified Party”) agrees to shall give prompt notice to the party against from whom indemnity such indemnification is sought (the “Indemnifying Party”) of the assertion of any claimclaim or assessment, or the commencement of any action, suit, action audit or proceeding (“Claim”) proceeding, by a third party in respect of which indemnity may be sought under such Section hereunder (a “Third Party Claim”) and will provide give the Indemnifying Party such information with respect thereto that as the Indemnifying Party may reasonably request. The , but no failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of its obligations hereunder, any liability hereunder (except to the extent such failure 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 adversely affected the right, exercisable by written notice (the “Notice”) to the Indemnified Party within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. If the Indemnifying Party shall fail to assume the defense of the Third Party Claim within such fifteen (15) day period, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. If the Indemnifying Party elects to assume the defense of any such Third Party Claim, 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 shall not be unreasonably withheld. In the event that the Indemnifying Party does not elect to assume the defense of any such Third Party Claim, the Indemnified Party may do any of the foregoing and/or defend such Third Party Claim, all at the expense and on the account of the Indemnifying Party. a. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall be entitled in any event have the right to participate participate, at its own expense, in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to Claim which the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expenseother is defending. b. If the (c) The Indemnifying Party Party, if it shall assume the control of have assumed the defense of any Third Party Claim in accordance with the provisions terms hereof, shall have the right, upon fifteen (15) business days prior written notice to the Indemnified Party, to consent to the entry of this Section 10.03judgment with respect to, or otherwise settle such Third Party Claim provided the Indemnifying Party shall obtain be solely obligated to satisfy and discharge such judgment or settlement, unless (i) the prior Third Party Claim involves equitable or other non-monetary damages or (ii) in the reasonable judgment of the Indemnified Party such settlement would have a continuing material adverse effect on the Indemnified Party, in which case such settlement only may be made with the written consent of the Indemnified Party Party. (which shall d) Whether or not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. Each party shall cooperate, and cause their respective Affiliates to cooperate, cooperate in the defense or prosecution of any Third Party Claim thereof and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, and appeals as may be reasonably requested in connection therewith. The Indemnified Party Such cooperation shall keep include access during normal business hours afforded to the Indemnifying Party fully informed of the defense records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any Third material provided hereunder, and the Indemnifying Party Claim conducted by such Indemnified Party. d. Each shall reimburse the Indemnified Party shall use for all its 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 10.02out-of-pocket expenses in connection therewith.

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

Procedures. The party seeking Any indemnification of GWI, GWI Affiliates, ---------- Supplier or Supplier Affiliates hereunder shall include and extend to the benefit of their respective shareholders, directors, officers and employees. Any person that may be entitled to indemnification under Section 10.02 this Agreement (the “an "Indemnified Party”") agrees to shall give prompt written notice to the party against whom indemnity is sought Person obligated to indemnify it (the “an "Indemnifying Party”") of the assertion with reasonable promptness upon becoming aware of any claim, claim or other facts upon which a claim for indemnification will be based; the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party notice shall set forth such information with respect thereto that the Indemnifying Party may as is then reasonably request. The failure available to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations the right to undertake the defense of any such claim asserted by a third party with respect counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall 126 cooperate in such defense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party in connection therewith at the Indemnifying Party's expense. If the Indemnifying Party shall have assumed the defense of the claim with counsel reasonably satisfactory to the Indemnified Party, the Indemnifying Party shall not be liable to the Indemnified Party for any Third Party Claim that shall be settled legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnifying Party shall not be liable for any claim settled without the prior written consent of the Indemnifying Partyits consent, which consent shall not be unreasonably withheldwithheld or delayed. The Indemnifying Party shall obtain the written consent of the Indemnified Party prior to ceasing to defend, delayed settling or conditioned. c. Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution otherwise disposing 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, claim if as may be reasonably requested in connection therewith. The a result thereof the Indemnified Party shall keep would become subject to injunctive or other equitable relief or if the Indemnifying Indemnified Party fully informed may reasonably object to such disposition of such claim based on a continuing adverse effect on the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The Each party seeking entitled to indemnification under this Section 10.02 4.7 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement unless the failure to the extent give such failure shall have adversely affected the notice is materially prejudicial to an Indemnifying Party. a. The 's ability to defend such action and provided further, that the Indemnifying Party shall be entitled not assume the defense for matters as to participate which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim or litigation, subject shall, except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed judgment or conditioned) before entering enter into any settlement of such Third Party Claim, but only if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liabilities and obligations with liability in respect to such Third Party Claim claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedlitigation. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The party seeking Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person entitled to seek indemnification under Section 10.02 10.2 or Section 10.3 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a Third Party (“Third Party Claim”) in respect of any matter that is subject to give prompt notice to indemnification under Section 10.2 or Section 10.3 the party Indemnified Party shall promptly (i) notify the Party against whom indemnity indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third Party Claim and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Damages attributable to the Third Party may reasonably requestClaim, if known, and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely affected (and then only to the extent) the Indemnifying PartyParty is prejudiced by such failure. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“defend a Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead Claim with counsel for such defense, in each case at its expense. b. If selected by the Indemnifying Party (who shall assume be reasonably satisfactory to the control Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the defense of any Third Indemnifying Party Claim in accordance with the provisions of this Section 10.03, the 10.5(b). The Indemnifying Party shall obtain have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the prior written consent of the Indemnified Party shall be required with respect to any such compromise or settlement if (which shall not A) the Indemnified Party or any of its Affiliates would be unreasonably withheld, delayed or conditioned) before entering into required to pay any settlement monetary damages as a result of such Third compromise or settlement, (B) such compromise or settlement requires any admission of guilt or wrongdoing on the part of the Indemnified Party Claimor contains any sanction, but only if restriction or relief that would adversely affect the conduct of any business of the Indemnified Party or its Affiliates in any material respect or (C) such compromise or settlement does not fully and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or if any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the settlement imposes injunctive or other equitable relief against the Indemnified PartyIndemnifying Party pursuant to this Section 10.5(b), and the Indemnified Party shall be entitled bear its own costs and expenses with respect to participate in such participation; provided that notwithstanding the defense of such Third foregoing, the Indemnifying Party Claim and to employ separate counsel of its choice for such purpose. The fees shall pay the reasonable costs and expenses of such separate defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s outside counsel shall have reasonably concluded and advised in writing (with a copy to the Indemnifying Party) that there are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or (y) the Indemnified Party’s outside counsel shall have advised in writing (with a copy to the Indemnifying Party) that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. (c) Any claim by an Indemnified Party on account of Damages that does not result from a Third Party Claim (a “Direct Claim”) must be paid asserted by giving the Indemnifying Party written notice thereof prior to the expiration of the applicable survival period set forth in Section 10.1. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and indicate the estimated amount, if reasonably practicable, of Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have no indemnification obligations with respect a period of twenty (20) Business Days within which to any Third respond in writing to such Direct Claim. If the Indemnifying Party Claim that shall does not so respond within such twenty (20) Business Day period, the Indemnifying Party will be settled by deemed to have rejected such claim, in which event the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not will be unreasonably withheld, delayed or conditioned. c. Each party shall cooperate, and cause their respective Affiliates free to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished pursue such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewith. The available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (d) Any indemnification payment made pursuant to this Agreement shall keep the Indemnifying Party fully informed of the defense be net of any Third Party Claim conducted insurance proceeds realized by such Indemnified Party. d. Each and paid to the 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 10.02in respect of such claim.

Procedures. The party (a Any Person seeking indemnification under Section 10.02 6.2 (the “"Indemnified Party”") agrees to give prompt written notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim that does not involve a Third Party Claim, which notice shall describe in reasonable detail the nature of the claim, or an estimate of the commencement 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 Third Party Claim), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that any failure to timely give such notice shall not relieve the Indemnifying Party of any suitof its obligations under this Section 6 except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c Any Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such 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 or entity asserting the Third Party Claim or any cross-complaint against any person or entity, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto hereunder, provided that the Indemnifying Party may reasonably request. The failure to so notify will give the Indemnifying Indemnified Party shall reasonable prior written notice of any such proposed settlement or compromise and will not relieve the Indemnifying Party of its obligations hereunder, except consent to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense entry of any Claim asserted by judgment or enter into any third party (“Third Party Claim”) and, subject settlement with respect to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain without the prior written consent of the Indemnified Party (Party, which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third . The Indemnifying Party Claim, but only (if the settlement does not release the Indemnified Party from all liabilities and obligations is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedcooperation. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. If any third party shall assert any claim against a GHS, The party seeking Learning Annex or a Shareholder, as the case may be, which, if successful, would entitle the such person to indemnification under Section 10.02 12(a) or (b), as the case may be, such person (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to shall give prompt a notice of such claim to the party against from whom indemnity is sought it intends to seek indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") of and the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Indemnified Party shall not relieve have the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled right to assume the control of and appoint lead counsel for defense. If the Indemnified Party does assume such defense, in each case at its expense. b. If the Indemnifying Person shall indemnify and hold the Indemnified Party shall assume the control of the defense harmless from and against any and all losses, damages and liabilities caused by or arising out of any Third Party Claim in accordance settlement or judgment of such claim and the Indemnifying Person may not claim that it does not have an indemnification obligation with the provisions of this Section 10.03respect thereto. In addition, the Indemnifying Party shall obtain have the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled right to participate in the defense of such Third Party Claim and to employ separate counsel of claim at its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by expense, in which case (i) the Indemnified Party shall cooperate in providing information to and consulting with the Indemnifying Party about the claim; and (ii) the Indemnified Party shall not consent to the entry of judgment or enter into any settlement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. c. Each party shall cooperate, and cause their respective Affiliates to cooperate, in delayed. If 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 Indemnified Party shall keep the Indemnifying Party fully informed of does not assume the defense of any Third such claim, the Indemnifying Party Claim conducted by may defend against or settle such Indemnified Partyclaim in such manner and on such terms as it in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate and shall be entitled to indemnification in respect thereof in accordance with Section 12(a) or (b), as the case may be. d. 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 10.02.

Procedures. (a) The party seeking indemnification under Section 10.02 Sections 9.08 or 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected prejudiced the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“"Third Party Claim”") and, subject to the limitations set forth in this Section, shall be entitled to assume control the control defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that it has acknowledged responsibility for the defense of such Claim; and provided further that The Limited shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. b. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.0311.03, (1) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed conditioned or conditioneddelayed) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities Claim and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and (2) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

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

Procedures. The party seeking 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 10.02 10.2 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to give prompt notice to indemnification under Section 10.2, the Indemnified Party shall promptly (i) notify the party against whom indemnity indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third Party Claim and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party may reasonably requestClaim and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely affected the Indemnifying PartyParty is prejudiced by such delay or omission. a. (b) The Indemnifying Party shall be entitled have the right to participate in defend the defense of any Claim asserted by any third party (“Indemnified Party against such Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. . If the Indemnifying Party shall notifies the Indemnified Party that the Indemnifying Party elects to assume the control of the defense of any the Third Party Claim in accordance with (such election to be without prejudice to the provisions right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Section 10.03Article X), then the Indemnifying Party shall obtain have the prior right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.3(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided further, that such consent shall not be required if (i) before entering into any settlement of such Third Party Claim, but only if the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not release contain any sanction or restriction upon the conduct of any business by the Indemnified Party from all liabilities or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and obligations expense of the Indemnifying Party, to cooperate with respect the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to such contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or if any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the settlement imposes injunctive or other equitable relief against the Indemnified PartyIndemnifying Party pursuant to this Section 10.3(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.3(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to participate indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim and if indemnification is to employ separate counsel of its choice for such purposebe sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The fees Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such separate counsel shall 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 paid sustained by the Indemnified Party. The Indemnifying Party shall will have no indemnification obligations with respect a period of five Business Days within which to any Third respond in writing to such Direct Claim. If the Indemnifying Party Claim that shall does not so respond within such five Business Day period, the Indemnifying Party will be settled by deemed to have rejected such claim, in which event the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not will be unreasonably withheld, delayed or conditioned. c. Each party shall cooperate, and cause their respective Affiliates free to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished pursue such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewith. The available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (e) Any indemnification payment made pursuant to this Agreement shall keep the Indemnifying Party fully informed of the defense be net of any Third Party Claim conducted insurance proceeds realized by such Indemnified Party. d. Each and paid to the Indemnified Party in respect of such claim, and the amount of any Loss shall use reasonable efforts take into account any net Tax benefits attributable to collect any amounts available under insurance coverage, the circumstance or from any other Person alleged event giving rise to be responsible, for any Damages payable under Section 10.02such Loss.

Procedures. The party (a) An Indemnified Party seeking indemnification under Section 10.02 (the “Indemnified Party”) agrees to Sections 9.1 or 9.2 shall give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) Party of the assertion of any claim that does not involve an Action or Proceeding brought by a third party (a “Third Party Proceeding”). The notice shall describe in reasonable detail the nature of the claim, contain an estimate of the amount of Losses attributable to the claim to the extent feasible and state the basis of the request for indemnification under this Agreement. (b) If an Indemnified Party receives notice of a Third Party Proceeding for which the Indemnified Party intends to assert an indemnification claim under Sections 9.1 or 9.2 against the commencement Indemnifying Party, then the Indemnified Party shall give notice of any suit, action or such proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide to the Indemnifying Party within ten (10) days after receipt of written notice thereof from such information with respect thereto third party, or sooner, to the extent a reply is required before that under the Third Party Proceeding, in which case, the Indemnified Party shall give notice of such proceeding to the Indemnifying Party within the initial one third (1/3) of the term available under the applicable rules to respond to such Third Party Proceeding. Upon acknowledgement of the Indemnifying Party’s obligation to indemnify an Indemnified Party hereunder, the Indemnifying Party may reasonably requestassume the defense of any such Third Party Proceeding by notice to the Indemnified Party no later than five (5) Business Days prior to the date by which an answer or other response to the Third Party Proceeding is required to be made. The Any failure by either party to so notify give the Indemnifying Party shall requisite notice within the time specified in this Section 9.3(b) will not relieve the Indemnifying Party of its obligations hereunder, the obligation to indemnify the Indemnified Party or the obligation of the Indemnified Party to allow the Indemnifying Party to defend pursuant to this Section 9.3(b) except to the extent such failure shall have adversely affected that the defense of any Third Party Proceeding is materially prejudiced by the delay. (c) If the Indemnifying Party assumes the defense of a Third Party Proceeding pursuant to Section 9.3(b), then the Indemnifying Party may defend and conduct any proceedings or negotiations in connection with the Third Party Proceeding, take all other required steps or proceedings to settle or defend any Third Party Proceeding, and employ counsel of its choice to contest such Third Party Proceeding in the name of the Indemnified Party or otherwise. (d) If the Indemnifying Party does not assume the defense of (having been given a proper opportunity to do so), or if after so assuming the Indemnifying Party fails to defend, any Third Party Proceeding, then the Indemnified Party may defend against such Third Party Proceeding in a manner reasonably appropriate and the Indemnified Party may settle such Third Party Proceeding on such terms as are reasonable in the circumstances and the costs and expense of such defense shall be Losses subject to indemnification; provided, however, that in no event shall the Indemnifying Party settle, or agree to any other resolution of, any Third Party Proceeding without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditions or delayed, if such settlement or other resolution is binding on the Indemnified Party. a. (e) The Indemnifying Indemnified Party shall be entitled have the right to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject Proceeding related to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of any indemnified Losses where the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not has been and continues to be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid assumed by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent at the Indemnified Party’s sole cost and expense and the costs and expenses of that participation shall not be unreasonably withheld, delayed or conditionedLosses subject to indemnification. c. Each party (f) Notwithstanding anything to the contrary contained in this Agreement, the procedures for all Tax Proceedings shall cooperate, be governed exclusively by Section 7.2(h) (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 Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Partynot this Section 9.3). d. 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 10.02.

Procedures. The 9.3.1 A party seeking indemnification under Section 10.02 (the “Indemnified Party”) agrees that intends to give prompt notice to claim indemnification under this Section shall promptly notify the other party against whom indemnity is sought (the “Indemnifying Party”) of the assertion in writing of any claim, or the commencement claim of any suit, action or proceeding a Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) in respect of which indemnity may be sought under such Section and will provide by the Indemnified Party. Notice by the Indemnified Party to the Indemnifying Party shall include a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or settlement of such information claim with respect thereto that counsel selected by it, provided the Indemnifying Party may reasonably requestgives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. The failure If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party shall not relieve Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of its obligations hereundersuch claim at any time prior to settlement, except to compromise or final determination thereof if and only if such assumption would not prejudice the extent defense of such failure shall have adversely affected claim or the Indemnifying rights of the Indemnified Party. a. The 9.3.2 In the event an Indemnifying Party shall be entitled to participate in has assumed the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party Claim claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and to employ separate counsel testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The , settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall have no indemnification obligations not be liable hereunder, with respect to any Damage Claim arising from such Third Party Claim that shall be settled claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party without the prior written consent as of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioneddate of such offer of settlement. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The party seeking indemnification under Section 10.02 15.2 ---------- (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under Section 15.2; provided that the failure to give such Section and will provide notice shall not limit the Indemnifying Party such information with respect thereto Indemnified Party's right to indemnification hereunder except to the extent that the Indemnifying Party may reasonably requestis materially prejudiced thereby. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to assume control of the defense of any such suit, action or proceeding and the Indemnified Party may participate in the defense of any Claim asserted by such suit, action or proceeding at its own expense. The Indemnifying Party shall not be liable under Section 15.2 for any third party (“Third settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder; provided, however, that consent to settlement shall not be unreasonably withheld or delayed. In any such suit, action or proceeding, the Indemnified Party Claim”) andshall have the right to retain its own counsel, subject to but the limitations set forth in this Section, fees and expenses of such counsel shall be entitled at the expense of such Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party has failed to assume the control defense of and appoint lead such suit, action or proceeding or to employ counsel for reasonably satisfactory to the Indemnified Party, or (iii) in the reasonable judgment of such defenseIndemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in each case at its expense. b. If any which case, if the Indemnified Party notifies the Indemnifying Party shall assume in writing that the control Indemnified Party elects to employ separate counsel at the expense of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03Indemnifying Party, the Indemnifying Party shall obtain not have the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect right to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in assume the defense of such Third Party Claim and to employ separate counsel suit, action or proceeding on behalf of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect not be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any Third Party Claim that shall be settled by local counsel) at any time for all the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedParties. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The party seeking 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 10.02 9.2 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to give prompt notice indemnification under Section 9.2, the Indemnified Party shall promptly (i) notify the Party obligated to the party against whom indemnity is sought Indemnified Party pursuant to Section 9.2 above, (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third Party Claim and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party may reasonably requestClaim and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely affected the Indemnifying PartyParty is prejudiced by such delay or omission. a. (b) The Indemnifying Party shall be entitled have the right to participate in defend the defense of any Claim asserted by any third party (“Indemnified Party against such Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. . If the Indemnifying Party shall notifies the Indemnified Party that the Indemnifying Party elects to assume the control of the defense of any the Third Party Claim in accordance with (such election to be without prejudice to the provisions right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Section 10.03ARTICLE IX), then the Indemnifying Party shall obtain have the prior right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 9.4(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided further, that such consent shall not be required if (i) before entering into any settlement of such Third Party Claim, but only if the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not release contain any sanction or restriction upon the conduct of any business by the Indemnified Party from all liabilities or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and obligations expense of the Indemnifying Party, to cooperate with respect the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to such contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or if any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the settlement imposes injunctive or other equitable relief against the Indemnified PartyIndemnifying Party pursuant to this Section 9.4(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.4(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually ultimately determined to be entitled to participate indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim and if indemnification is to employ separate counsel of its choice for such purposebe sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The fees Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 9.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such separate counsel shall 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 paid 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 on the terms and subject to the provisions of this Agreement. Copies of each Notice of Claim Dispute shall have no indemnification obligations be sent to Contributee and the Escrow Agent. If Contributee and Contributors fail to resolve any objection contained in such Notice of Claim Dispute within twenty (20) days after the date the Notice of Claim Dispute is delivered to Contributee, then, at the request of either Party, they shall meet in an attempt to resolve an objection described in such Notice of Claim Dispute and reach a written agreement with respect to any Third Party such objection (a “Claim that Settlement Agreement”). If Contributors and Contributee enter into a Claim Settlement Agreement, the objections contained in such Notice of Claim Dispute shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 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 deemed to be furnished as resolved therein. If they are unable to resolve the objection described in such recordsNotice of Claim Dispute within twenty (20) days after delivery to the recipient of such Notice of Claim Dispute, information then Contributors and testimony, and attend Contributee shall submit the objections contained in such conferences, discovery proceedings, hearings, trials or appeals, Notice of Claim Dispute to arbitration as may be reasonably requested described in connection therewith. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified PartySection 9.5. d. 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 10.02.

Procedures. The party seeking indemnification under Section 10.02 (a) A Party (the “"Indemnified Party”") agrees with respect to a Loss or claim or demand for indemnification by any Person against such Party (a "Third Party Claim") shall give prompt notice (the "Claim Notice") of such Loss, claim or demand to the party against Party from whom indemnity such Claim is sought made (the “"Indemnifying Party”") with reasonable promptness after the Indemnified Party's receipt of notice of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section Third Party Claim and will shall provide the Indemnifying Party with such information in connection therewith as the Indemnifying Party may reasonably request. However, the failure to give notice of a Claim Notice shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for any and all Losses that may be incurred by the Indemnified Party as a result of a Third Party Claim pursuant to the terms of this Agreement, to the extent that such Losses are applicable only to civil economic losses as provided for by law, then the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party at its own expense (without reference to any limitations on indemnification hereunder) and satisfactory to the Indemnified Party within 15 days of the receipt of the Claim Notice from the Indemnified Party in connection with such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim for equitable or injunctive relief or any claim that could impose criminal liability or indemnification and the Indemnified Party shall be entitled to defend any such Third Party Claim, at the Indemnifying Party's expense. The Indemnifying Party shall be responsible for the fees and expenses of the counsel retained by the Indemnified Party due to any failure of the Indemnifying Party to assume the defense of the Third Party Claim. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim during the Term or as provided in the first sentence of this Section 7.4 (b), then the Indemnified Party shall have the sole right to assume the defense of and settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to retain its own counsel and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall be expressly authorized in writing by the Indemnifying Party or (ii) the parties named in the Third Party Claim (including any Sued Party) include both the Indemnified Party and the Indemnifying Party and representation of both the Indemnifying Party by the Indemnifying Party's counsel could result in a conflict of interest with respect thereto that to such counsel. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense, at the reasonable request and expense of the Indemnifying Party, and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party may not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise, or consent to entry of any judgment, if such settlement, compromise or judgment (i) involves a discovery or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party of all liability related to such Third Party Claim, or (iii) impose equitable relief or any obligation on the Indemnified Party other than the payment only of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification with respect to a Loss or claim or demand under this Agreement (a "Direct Claim") shall, with reasonable promptness after becoming aware of the facts giving rise to such Direct Claim, give the Indemnifying Party notice of such Loss or claim or demand and provide the Indemnifying Party with such information regarding such Loss or claim or demand as the Indemnifying Party may reasonably request. The failure to so notify deliver a notice of claim, however, will not release the Indemnifying Party shall 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 of its obligations hereunder, except from any other obligation or liability that it may have to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Indemnified Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject or pursuant to the limitations set forth in terms of this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. Article VII. If the Indemnifying Party does not notify the Indemnified Party that it disputes its liability to the Indemnified Party under this Agreement within 10 days of receiving a notice of claim for a Direct Claim, then the Direct Claim specified by the Indemnified Party in such notice of claim shall assume be conclusively deemed to be the control liability of the defense Indemnifying Party under this Agreement and the Indemnifying Party shall pay the amount of any Third such liability to the Indemnified Party Claim in accordance with on demand. If the provisions of this Section 10.03Indemnifying Party agrees that it has an obligation to indemnify but asserts that it should pay a lesser amount than is claimed by the Indemnified Party, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of promptly pay such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect lesser amount to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled without prejudice to participate in the defense or representing a waiver of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. 's claim for any deficiency. (d) The Indemnifying Party shall have no indemnification obligations right to assert or institute any action against any other Person before an action is instituted or a claim is made by an Indemnified Party against the Indemnifying Party under this Agreement. (e) Notwithstanding Section 9.8, each Indemnifying Party hereby consents to the non- exclusive jurisdiction of any court in respect of any Claim that the Indemnified Party in a Third Party Claim may have against the Indemnifying Party under this Agreement with respect to any Third Party Claim such action or the matters asserted therein and agrees that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 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 process may be reasonably requested in connection therewith. The Indemnified Party shall keep the served upon each Indemnifying Party fully informed in respect of the defense of any Third Party such Claim conducted by such Indemnified Partyanywhere. d. 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 10.02.

Procedures. The party seeking Claims for indemnification under Section 10.02 this Agreement shall be asserted and resolved as follows: (the a) Any Buyer Indemnitee or Seller Indemnitee claiming indemnification under this Agreement (an “Indemnified Party”) agrees with respect to give prompt notice any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification hereunder shall (i) notify the party against whom indemnity is sought other Party (the “Indemnifying Party”) of the assertion Third Party Claim within thirty (30) days of the date on which the Indemnified Party knows or should have known of the Third Party Claim, and (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the basis of the Indemnified Party’s request for indemnification under this Agreement and the amount of the Damages estimated to arise therefrom. Subject to Section 10.01, failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to defend any such Third Party Claim, upon notice to the Indemnified Party within fifteen (15) days of receipt of a Claim Notice in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any claimThird Party Claim for equitable or injunctive relief or any claim that would impose criminal liability. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period or in accordance with the first sentence of this Section 9.03(b), or the commencement Indemnified Party shall have the right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any suitThird Party Claim, action the Indemnified Party shall, at the Indemnifying Party’s expense (but only if the Indemnified Party is actually entitled to indemnification hereunder), cooperate with the Indemnifying Party in such defense and, at no cost to the Indemnifying Party, make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or proceeding under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless, in the case of the Indemnifying Party being Seller or its Affiliates, such settlement agreement also covers in all material respects at least a part of the Retained Business that is subject to the same Third Party Claim and the Business is treated in a substantially similar manner as the Retained Business (other than exceptions related to the size of the Business relative to the Retained Business) in such settlement agreement. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.03(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party is not defending the Indemnified Party pursuant to Section 10.03(b), then the Indemnified Party shall defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party, in all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 11.03(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Damage or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party within 30 days of the date on which indemnity may be sought under such Section the Indemnified Party knows of the Direct Claim, and will shall provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify 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 of its obligations hereunder, except from any other obligation or liability that it may have to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Indemnified Party shall be entitled or otherwise than pursuant to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. Article X. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall assume the control be conclusively deemed a liability of the defense Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of any Third such liability to the Indemnified Party Claim in accordance with on demand. If the provisions of this Section 10.03Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of pay such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect lesser amount promptly to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and without prejudice to or waiver of the Indemnified Party Party’s claim for the difference. Buyer and Seller hereby covenant and agree that, to the extent there is a disagreement with respect to a Direct Claim, they shall be entitled endeavor to participate negotiate in good faith to arrive at a resolution of such disagreement. (e) Notwithstanding anything to the contrary contained herein, Seller shall have the sole and absolute right to defend and control the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent each of the Indemnifying Partymatters set forth on Schedule 4.10, which consent and such right to defend and control shall not be unreasonably withheld, delayed subject to the requirements or conditioned. c. Each party shall cooperate, and cause their respective Affiliates to cooperate, limitations otherwise set forth in the defense or prosecution this Section 10.03 in respect 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 Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified PartyClaims. d. 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 10.02.

Procedures. The party (a) A Person seeking indemnification under Section 10.02 (the “Indemnified Party”) agrees to give prompt in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall deliver notice containing the nature of the Loss, the dates of such Loss and the details of specific Losses, if reasonably practicable (a “Claim Notice”) in respect thereof to the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the assertion of any claimThird Party Claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will shall provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (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 30 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third Party Claim, to assume the defense thereof with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03for equitable or injunctive relief, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed any claim that would impose criminal liability or conditioned) before entering into damages or any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive involving a customer, supplier, licensor or other equitable relief against partner of the Indemnified Party, and the Indemnified Party shall be entitled have the right to participate in defend, at the expense of the Indemnifying Party, any such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of such Third Party Claim in accordance with the first sentence of this Section 7.4(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 of its choice for such purpose. The and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be paid at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. The If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party not, without the prior written consent of the Indemnifying Indemnified Party, which enter into any settlement or compromise or consent shall not be unreasonably withheld, delayed or conditioned. c. Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution entry of any judgment with respect to such Third Party Claim, unless such settlement, compromise or judgment (i) does not involve a finding or admission of wrongdoing, (ii) includes an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim and shall furnish any similar claims, (iii) does not imposes equitable remedies or cause any obligation on the Indemnified Party, and (iv) provides solely for the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss hereunder that does not involve a Third Party Claim being asserted against or sought to be furnished collected from such records, information and testimonyIndemnified 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 attend shall provide the Indemnifying Party with such conferencesinformation with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, discovery proceedingshowever, hearingsshall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. If the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, trials such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. (d) The indemnification required hereunder shall be made by (i) prompt payment by the Indemnifying Party or appeals, as (ii) setoff and application against any amount that may be reasonably requested due to the Indemnifying Party under this Agreement or any Ancillary Agreement pursuant to Section 7.8 of the amount of actual Losses in connection therewith. The Indemnified Party shall keep , as and when bills are received by the Indemnifying Party fully informed of or Losses incurred have been notified to the defense of Indemnifying Party. (e) The Indemnifying Party shall not be entitled to require that any Third Party Claim conducted action be made or brought against any other Person before action is brought or claim is made against it hereunder by such the Indemnified Party. d. 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 10.02.

Procedures. (a) The party seeking indemnification under Section 10.02 9.02 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to give prompt notice written notice, but no later than 5 days after receipt thereof, to the party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”"CLAIM") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of of, investigation of, or corrective action required to be undertaken in response to, any Claim asserted by a third party, including any third party Governmental Authority (“Third Party Claim”"THIRD PARTY CLAIM") and, subject to the limitations set forth in this SectionSection or Section 9.04, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expenseexpense subject to the deductible and maximum liability described in Section 9.02. b. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03or Section 9.04, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only Claim if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim (including any counterclaims filed by Seller) and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. The Indemnified Party This cooperation shall keep the Indemnifying Party fully informed be provided without cost or expense of the defense other party other than reimbursement of any Third Party Claim conducted by such Indemnified Partyout-of-pocket travel or similar expenses subject to the provisions of Section 9.02. d. (e) 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 10.029.02. In addition, each party agrees that it will not, and agrees to use its best efforts to ensure that its Affiliates do not, voluntarily or by discretionary action, accelerate the timing, or increase the cost, of any obligations of the other party under this Article 9.

Procedures. (a) The party seeking indemnification under Section 10.02 this Article 10 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim, claim or the commencement of any suit, action or proceeding by any third party (a “Third-Party Claim”) in respect of which indemnity may be sought under such Section section. Such notice shall set forth in reasonable detail the facts and will provide circumstances of such Third-Party Claim and the Indemnifying Party such basis for indemnification in respect thereof (taking into account the information with respect thereto that then available to the Indemnifying Party may reasonably requestIndemnified Party). The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected has prejudiced the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) andshall, subject to the limitations set forth in this SectionSection 10.03, shall be entitled have the right, upon written notice to the Indemnified Party, to assume the control defense of and appoint lead any Third-Party Claim at the expense of the Indemnifying Party, with counsel for such defense, in each case at its expense. b. selected by the Indemnifying Party. If the Indemnifying Party does not so elect to assume the defense of such Third-Party Claim, the Indemnified Party shall have the sole right to assume the defense of such Third-Party Claim. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party and shall not constitute indemnifiable Damages hereunder unless (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, or (ii) in the reasonable judgment of the Indemnified Party’s counsel, the representation of both the Indemnifying Party and such Indemnified Party by the same counsel would present such counsel with a conflict of interest under applicable standards of professional conduct. (c) If the Indemnifying Party assumes the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Third-Party Claim, but only if the settlement (A) does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Third-Party Claim or if the settlement Claim, (B) imposes injunctive or other injunctive, equitable relief against or any obligation on the Indemnified Party or any of its Affiliates other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder, (C) involves a finding or admission of wrongdoing or violation of Applicable Law by the Indemnified Party, and (D) encumbers the assets of the Indemnified Party shall be entitled or imposes any restriction or condition that would apply to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by or adversely affect the Indemnified Party or (E) reasonably could be expected to have a material adverse effect on the Taxes of Parent, the Surviving Corporation or their respective Affiliates for a taxable period or portion thereof beginning after the Closing Date. The Indemnified Party shall not settle any Third-Party Claim without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld, delayed or conditioned). c. (d) Each party shall cooperate, and cause their respective its Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim 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 . (e) In the event an Indemnified Party shall keep has a claim for indemnity under this Article 10 against the Indemnifying Party fully informed that does not involve a Third-Party Claim (a “Direct Claim”), the Indemnified Party agrees to give prompt notice thereof in writing to the Indemnifying Party. Such notice shall set forth in reasonable detail the facts and circumstances of such Direct Claim and the basis for indemnification in respect thereof (taking into account the information then available to the Indemnified Party). The failure of the defense Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any Third Party Claim conducted by its obligations hereunder, except to the extent such Indemnified failure shall have prejudiced the Indemnifying Party. d. Each Indemnified Party (f) To the extent anything in this Section 10.03 is inconsistent with Section 8.01(e), the provisions of Section 8.01(e) shall use reasonable efforts govern with respect to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 10.02Tax Contest.

Procedures. The Each party seeking entitled to indemnification under this Section 10.02 6 (the “"Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement unless the failure to the extent give such failure shall have adversely affected the notice is materially prejudicial to an Indemnifying Party. a. The 's ability to defend such action and provided further that the Indemnifying Party shall be entitled not assume the defense for matters as to participate which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim or litigation, subject shall, except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed judgment or conditioned) before entering enter into any settlement of such Third Party Claim, but only if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liabilities and obligations with liability in respect to such Third Party Claim claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedlitigation. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The (a) A party seeking indemnification under Section 10.02 (the “Indemnified Party”) agrees to give prompt 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 assertion of any claimThird-Party Claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will shall provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request, to the extent such information is reasonably available. The failure to so notify deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (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 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 (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not relieve be entitled to assume the defense of any Third-Party Claim that (i) seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief, (ii) relates to or arises in connection with any criminal action, indictment, allegation or investigation, (iii) presents, under applicable standards of professional conduct, a conflict on any significant issue between the Indemnified Party and the Indemnifying Party of its obligations hereunderor (iv) involves a material customer, except to supplier or distributor, and the extent such failure Indemnified Party shall have adversely affected the right to defend, at the expense of the Indemnifying Party. a. , any such Third-Party Claim. The Indemnifying Party shall be entitled liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third-Party Claim within the time period and otherwise in accordance with the first sentence of this Section 7.4(b), then the Indemnified Party shall have the sole right to assume the defense of and to settle such Third-Party Claim. If the Indemnifying Party assumes the defense of such Third-Party Claim, then the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of any Claim asserted such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by any third party the Indemnifying Party or (“Third Party Claim”ii) and, subject the named parties to the limitations set forth in this SectionThird-Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, shall be entitled and the Indemnified Party reasonably determines that representation by counsel to assume the control Indemnifying Party of both the Indemnifying Party and appoint lead such Indemnified Party may present such counsel for such defense, in each case at its expense. b. with a conflict of interest. If the Indemnifying Party shall assume the control of assumes the defense of any Third Third-Party Claim in accordance Claim, then the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the provisions Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of this Section 10.03any Third-Party Claim, then the Indemnifying Party shall obtain not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheldParty, delayed or conditioned) before entering enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Third-Party ClaimClaim if such settlement, but only if the 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 liabilities 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, to the extent such information is reasonably available. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (d) The indemnification required hereunder shall be made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party. (e) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (f) Notwithstanding the provisions of Section 9.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third-Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Third Party Claim Action or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, matters alleged therein and the Indemnified Party shall agrees that process may be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The served on each Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedsuch claim anywhere. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The Each party seeking entitled to indemnification under this Section 10.02 2.6 (the “"Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement unless the failure to the extent give such failure shall have adversely affected the notice is materially prejudicial to an Indemnifying Party. a. The 's ability to defend such action and provided further, that the Indemnifying Party shall be entitled not assume the defense for matters as to participate which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim or litigation, subject shall, except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed judgment or conditioned) before entering enter into any settlement of such Third Party Claim, but only if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liabilities and obligations with liability in respect to such Third Party Claim claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedlitigation. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

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

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

Procedures. (a) The party seeking indemnification under Section 10.02 or Section 10.03 (the “"Indemnified Party”") agrees to give prompt notice written notice, but no later than 5 days after receipt thereof, to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of of, investigation of, or corrective action required to be undertaken in response to, any Claim asserted by a third party, including any third party Governmental Authority (“"Third Party Claim”") and, subject to the limitations set forth in this SectionSection or Section 10.03, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expenseexpense subject to the deductible and maximum liability described in Section 10.02 and Section 10.03, as applicable. b. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section or Section 10.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only Claim if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim (including any counterclaims filed by Sellers) and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. The Indemnified Party This cooperation shall keep be provided without cost or expense other than reimbursement of out-of-pocket travel or similar expenses subject to the provisions of Section 10.02 and Section 10.03, as applicable. (e) Other than with respect to liabilities relating to matters covered by Section 7.07(a) (which shall be governed solely by Section 7.07), if the Indemnifying Party fully informed of is required to indemnify the Indemnified Party with respect to any Claim or assumes the defense of any Third Party Claim conducted by under Section 10.02 or Section 10.03, the Indemnifying Party shall have the right, in good faith, to determine all matters relating to the utilization of any insurance policy of any Transferred Company in connection with the Claim or Third Party Claim and shall be entitled to control all decisions relating to such Indemnified Party. d. Each claims under such insurance policies as if it were the named insured thereunder; provided, however, that notwithstanding anything in this 10.04(e) to the contrary, the Indemnified Party shall use entitled to indemnification pursuant to the provisions of Section 10.02 or Section 10.03 regardless of whether a claim under such insurance policies is pursued and regardless of whether any proceeds from such claim are collected. Buyer and Parent agree to cooperate and take all reasonable efforts actions necessary to collect implement the intent of the provisions set forth in this clause (e), and each Indemnified Party further agrees that it will not take any amounts action that is inconsistent with the provisions of this clause (e) and will refrain from taking any action or doing anything that would undermine the insurance benefits available under insurance coverageto Indemnifying Party as contemplated by this Section 10.04(e). (f) To the extent that the procedures set forth in this Section 10.04 conflict with the procedures set forth in Section 10.03, or from any other Person alleged to be responsible, for any Damages payable under the procedures set forth in Section 10.0210.03 shall govern.

Procedures. The party seeking (a) In order for an Indemnified Party to be entitled to any indemnification provided for under Sections 7.3, 10.2 and 10.3, such Indemnified Party shall deliver written notice of a claim for indemnification with reasonable promptness to the Indemnifying Party, 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 hereunder; provided that any failure to timely give such notice shall not relieve the Indemnifying Party of any of its obligations under this Section 10.7(a) except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, the Indemnified Party may initiate a judicial proceeding in accordance with the conditions set forth in Sections 11.10, 11.13 and 11.14. (b) If an Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under Section 10.02 10.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), which notice shall describe in reasonable detail the “nature of the Third Party Claim, an estimate of the amount of damages attributable to such Third Party Claim to the extent feasible and the basis of the Indemnified Party”'s request for indemnification hereunder; provided that any failure to timely give such notice shall not relieve the Indemnifying Party of any of its obligations under this Section 10.6(b) except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c) Any Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of 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 give prompt notice cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the person or entity asserting the Third Party Claim or any cross-complaint against any person or entity, in each case only if and to the party against whom indemnity is sought (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”) Party shall be the sole judge of the assertion acceptability of any compromise or settlement of any claim, or the commencement of any suit, action litigation or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto hereunder, provided that the Indemnifying Party may reasonably request. The failure to so notify shall give the Indemnifying Indemnified Party shall reasonable prior written notice of any such proposed settlement or compromise and will not relieve the Indemnifying Party of its obligations hereunder, except consent to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense entry of any Claim asserted by judgment or enter into any third party (“Third Party Claim”) and, subject settlement with respect to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain without the prior written consent of the Indemnified Party (Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. (d) If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of subparagraph (c), delayed or conditionedif the Indemnifying Party assumes the defense of the Indemnified Party pursuant to subparagraph (c) before entering into any settlement of such but fails to diligently prosecute or settle the Third Party Claim, but only if the settlement does not release then the Indemnified Party from 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 liabilities appropriate proceedings, which proceedings shall be promptly and obligations with respect 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 if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, delayed but not control, any defense or conditionedsettlement 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. c. Each party (e) Notwithstanding the other provisions of this Section 10.7, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 10.7 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall cooperatenot be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 10.7 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. (f) After it has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable to the Indemnified Party under this Section 10, the Indemnifying Party shall pay or cause their respective to be paid to the Indemnified Party the amount of the Loss within ten Business Days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Loss but only to the extent actually paid or suffered by the Indemnified Party. (g) In the event a Third Party Claim is brought in which the liability as between the Purchaser and an Occidental Party or its Affiliates is alleged to cooperatebe joint or in which the entitlement to indemnification under this Section 10 has not been determined, the Purchaser and the appropriate Occidental entity shall cooperate in the joint defense or prosecution of any such Third Party Claim and shall furnish or cause offer to be furnished each other such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, assistance as may reasonably be reasonably requested in connection therewith. The Indemnified Party shall keep order to ensure the Indemnifying Party fully informed of the proper and adequate defense of any Third such matter. Such joint defense shall be under the general management and supervision of the Party Claim conducted by such Indemnified Party. d. Each Indemnified which is expected to bear the greater share of the liability, unless otherwise agreed; provided, however, that no Party shall use reasonable efforts settle or compromise any such joint defense matter without the consent of the other Parties, 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 collect any amounts available indemnification under insurance coveragethis Section 10, or from any the other Person alleged Parties shall reimburse the Party entitled to be responsible, indemnification for any Damages payable under Section 10.02all of its costs incurred in connection with such defense.

Procedures. (a) The party seeking indemnification under Section 10.02 8.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure to provide timely notice. (b) The Indemnified Party shall have adversely affected obtain the prior written consent of the Indemnifying Party. a. The Indemnifying Party (which shall not be entitled to participate in the defense unreasonably withheld, conditioned or delayed) before entering into any settlement of any Claim asserted by any third party (“Third Party Claim”) and, subject to for which the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If Indemnified Party will seek indemnification from the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedhereunder. c. (c) Each party 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 Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. (d) 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 10.028.02.

Procedures. The Any party seeking indemnification under Section 10.02 Sections 8.02, 9.02, and 11.02 (the “Indemnified Party”) agrees to shall give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or Third Party Claim; provided that no delay on the commencement part of any suit, action or proceeding (“Claim”) the Indemnified Party in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations any liability or obligation hereunder, except to the extent such failure shall have adversely affected that the Indemnifying Party. a. Party has been prejudiced thereby. The Indemnifying Party shall be entitled to may, and at the request of the Indemnified shall, participate in and control the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case Claim at its own expense. b. . If the Indemnifying Party shall assume the assumes control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03Claim, the Indemnifying Party shall obtain the prior written consent of not be liable under Sections 8.02, 9.02 and 11.02 for any settlement effected by the Indemnified Party (which without its consent of any Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes the defense of a Third Party Claim and if the Indemnified Party later determines in good faith that a Third Party Claim is likely to materially adversely affect it or its business in a manner that may not be adequately compensated by the money damages, then the Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise, or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim shall be at the Indemnified Party’s expense and shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claimeligible for indemnification from the Indemnifying Party, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid indemnified by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to for the full amount of any Third Party Claim that shall be settled other Damages suffered by the Indemnified Party without the prior written consent as a result of or arising out of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 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 therewithClaim. The Indemnified Party shall keep the Indemnifying Party fully informed of party controlling the defense of any Third Party Claim conducted third party suit, action or proceeding shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by such Indemnified Partythe other party with respect thereto. d. 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 10.02.

Procedures. (a) The party seeking indemnification under Section 10.02 11.01 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”"CLAIM") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”"THIRD PARTY CLAIM") and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, 11.03: (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, ; and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. (d) Each party 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 Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. (e) 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 10.0211.01.

Procedures. (a) The party seeking indemnification under Section 10.02 11.02 (the “Indemnified "-Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, claim or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party 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 its obligations hereunder, except to the extent such failure shall have materially and adversely affected prejudiced the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“"Third Party Claim”") and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense, provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it will have an indemnity obligation for all Damages resulting from such Third Party Claim as provided under this Article 11 without regard to any limitation, deductible, "basket" or similar provision in Section 11.02 hereof (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the Indemnified Party's reputation or future business prospects, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. b. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.0311. 03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not expressly unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against or imposes any obligation on the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The (a) In order for a Purchaser Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any third party seeking indemnification under Section 10.02 against the Indemnified Party (the a “Indemnified PartyThird Party Claim”) agrees to give prompt ), such Purchaser Indemnitee shall deliver notice thereof to the party Party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Purchaser Indemnitee of written notice of the assertion Third Party Claim attaching, if applicable, a copy of any claimsuch Third Party Claim. The failure to provide such notice, or the commencement of any suithowever, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide shall not release the Indemnifying Party such information with respect thereto from any of its obligations under this Article VI 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 Purchaser Indemnitee against any and all Losses that may reasonably request. The failure result from a Third Party Claim pursuant to so notify the terms of this Agreement, the Indemnifying Party shall not relieve have the right, upon written notice to the Purchaser Indemnitee within ten (10) days of receipt of notice from the Purchaser Indemnitee of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party of its obligations hereunder, except (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and satisfactory to the extent such failure shall have adversely affected the Indemnifying Party. a. Purchaser Indemnitee. The Indemnifying Party shall be entitled liable for the fees and expenses of counsel employed by the Purchaser Indemnitee 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 6.3(b), the Purchaser Indemnitee 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 Purchaser Indemnitee shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of any Claim asserted such counsel shall be at the expense of the Purchaser Indemnitee unless (i) the employment of such counsel shall have been specifically authorized in writing by any third party the Indemnifying Party, or (“ii) the named parties to the Third Party Claim”Claim (including any impleaded parties) andinclude both the Purchaser Indemnitee and the Indemnifying Party, subject and the Purchaser Indemnitee reasonably determines that representation by counsel to the limitations set forth in this Section, shall be entitled to assume Indemnifying Party of both the control Indemnifying Party and such Purchaser Indemnitee may present such counsel with a conflict of and appoint lead counsel for such defense, in each case at its expense. b. interest. If the Indemnifying Party shall assume the control of assumes the defense of any Third Party Claim in accordance Claim, the Purchaser Indemnitee shall, at the Indemnifying Party’s expense, cooperate with the provisions Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Purchaser Indemnitee’s possession or under its control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of this Section 10.03any Third Party Claim, the Indemnifying Party shall obtain not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheldPurchaser Indemnitee, delayed or conditioned) before entering enter into any settlement or compromise or consent to the entry of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations any judgment with respect to such Third Party Claim if such settlement, compromise or if judgment (x) involves a finding or admission of wrongdoing, (y) does not include an unconditional written release by the settlement claimant or plaintiff of the Purchaser Indemnitee from all liability in respect of such Third Party Claim, or (z) imposes injunctive equitable remedies or any obligation on the Purchaser Indemnitee other equitable relief against than solely the Indemnified payment of money damages for which the Purchaser Indemnitee shall 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 Losses in connection therewith, as and when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party, and the Indemnified . (d) No Indemnifying Party shall be entitled to participate require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by a Purchaser Indemnitee. (e) Notwithstanding the provisions of Section 6.3(b), each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in the defense which an action in respect of such a Third Party Claim is brought against any Purchaser Indemnitee for purposes of any claim that a Purchaser Indemnitee may have under this Agreement with respect to such action or the matters alleged therein and agrees that process may be served on the Indemnifying Party with respect to employ separate counsel such claim anywhere. (f) In the event any Purchaser Indemnitee 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 Purchaser Indemnitee, the Purchaser Indemnitee 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 choice for obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such purpose. The fees failure and expenses shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Purchaser Indemnitee or otherwise than pursuant to this Article VI. (g) If the Indemnifying Party does not notify the Purchaser Indemnitee within ten (10) days following the Indemnifying Party’s receipt of an Indemnification Claim that the Indemnifying Party disputes its liability thereunder, the claim specified in such separate counsel Indemnification Claim shall be conclusively deemed a liability of the Indemnifying Party hereunder and shall be paid upon demand of the Purchaser Indemnitee by the Indemnifying Party or by the Escrow Agent pursuant to the Escrow Agreement, as applicable. 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 in the Indemnification Claim, such lesser amount shall be conclusively deemed a liability of the Indemnifying Party hereunder and shall be paid upon demand of the Purchaser Indemnitee by the Indemnifying Party or by Escrow Agent pursuant to the Escrow Agreement, as applicable, without prejudice to or waiver of the Indemnified Party’s claim for the difference. The If the Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by notifies the Indemnified Party without the prior written consent of Purchaser Indemnitee in writing within ten (10) days following the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution ’s receipt of any Third Party an Indemnification 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 Indemnified Party shall keep that the Indemnifying Party fully informed disputes all or a portion of its liability thereunder, either Party may seek to resolve the defense matter in accordance with the terms of any Third Party Claim conducted by such Indemnified PartySection 7.12 hereof; provided however, that the fourteen (14) day period referred to in Section 7.12(b) shall be reduced to five (5) days. d. 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 10.02.

Procedures. (a) The party seeking indemnification under Section 10.02 10.2 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected prejudiced the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“"Third Party Claim”") and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel reasonably satisfactory to the party seeking indemnification for such defense, in each case at its expense. b. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.0310.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. (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, hearingshearing, trials or appeals, as may be reasonably requested in connection therewith. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The (a) A party seeking indemnification under Section 10.02 (the “Indemnified Party”) agrees to give prompt in respect of, arising out of or involving a Loss, claim, demand or Action made or commenced by any person against the Indemnified Party (a “Third Party Claim”) shall deliver written notice (a “Claim Notice”) in respect thereof to the party against whom indemnity is sought Holder Representative, on behalf of the Holders, or to Parent, as applicable (the “Indemnifying Party”) ), with reasonable promptness after receipt by such Indemnified Party of written notice of the assertion of any claimThird Party Claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will shall provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify deliver a Claim Notice, or any delay in providing such written 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 or such Claim Notice is not delivered on or prior to the expiration of the applicable survival period. (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 (and, at Parent’s request, demonstrates the wherewithal of the Indemnifying Party to satisfy any such reasonably expected potential Losses, which may be by recourse to the Escrow Fund), the Indemnifying Party shall 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 (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03for equitable or injunctive relief, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheldany claim that would impose criminal liability or damages, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or that relates to Taxes other equitable relief against the Indemnified Partythan solely Pre-Closing Taxes, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party (to the extent Losses resulting from such Third Party Claim are indemnifiable under Section 8.2), any such Third Party Claim. The Indemnifying Party shall be entitled liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to participate in 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 right to employ separate counsel assume the defense of its choice for such purposeThird Party Claim. The fees Indemnified Party shall reasonably consult with the Indemnifying Party prior to the settlement of any such Third Party Claim and expenses of discuss with the Indemnifying Party in good faith any input regarding the claim and potential settlement the Indemnifying Party may have prior to any settlement (in each case, to the extent the terms thereof are not subject to a confidentiality agreement with the claimant). After such separate counsel shall be paid by consultation (or in the event that the Indemnified Party is prohibited from consulting or the Indemnifying Party elects not to consult with the Indemnified Party. The Indemnifying ), subject to Schedule 8.2(g), the Indemnified Party shall have no indemnification obligations the right to settle any such claim, even if the terms thereof are inconsistent with respect to any Third Party Claim that shall be settled those proposed or advocated by the Indemnified Party without Indemnifying Party; provided, however, that, except with the prior written consent of the Indemnifying Party, which no settlement of any such claim or consent to entry of any judgment with respect to such Third-Party Claim shall not alone be unreasonably withhelddeterminative of the validity or amount of the Third-Party Claim as an indemnifiable claim. If the Indemnifying Party consents to the general economic terms of such settlement, delayed the settlement of any such Third Party Claim shall be determinative of the amount of any claim for Losses and neither the Holder Representative nor any Holder shall have any power or conditioned. c. Each party authority to object under any provision of this Article VIII to the settlement or the amount of any claim for Losses by Parent against the Escrow Fund or otherwise with respect to such settlement to the extent the amount of Losses claimed are consistent with the terms of such settlement. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall cooperate, have the right to employ separate counsel and cause their respective Affiliates to cooperate, participate in the defense or prosecution thereof, but the fees and expenses of any such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party, (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and shall furnish or cause to be furnished such records, information and testimonythe Indemnifying Party, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. The the Indemnified Party shall keep have been 76 advised by such counsel that there are one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party, or (iii) the Indemnifying Party fully informed of is not defending such Third Party Claim diligently in good faith. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim conducted 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 without the requirement of any compensation or payment by the Indemnified Party, (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder, or (D) would result in any increase in Taxes of Parent, the Surviving Company or any of their Subsidiaries or Affiliates. (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 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 the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (d) The indemnification required hereunder shall be made by prompt payment by the Escrow Agent in accordance with the Escrow Agreement (to the extent of any amounts then held in the Escrow Fund, if applicable) or by the Indemnifying Party (to the extent of any amounts not then held in the Escrow Fund, if applicable) of the amount of actual Losses incurred in connection therewith, together with interest on any amount not paid as necessary to the Indemnified Party by the Escrow Agent or the Indemnifying Party, as applicable, within five Business Days after receipt of written notice of such Losses, from the date such Losses have 77 been notified to the Indemnifying Party. Amounts to be paid under this Article VIII shall bear interest at a rate equal to the rate of interest from time to time announced publicly by The Wall Street Journal as its prime rate, calculated on the basis of a year of 365 days and the number of days elapsed. (e) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. d. Each (f) Notwithstanding the provisions of Section 10.10, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party shall use reasonable efforts for purposes of any claim that an Indemnified Party may have under this Agreement with respect to collect any amounts available under insurance coverage, such Action or from any other Person the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to be responsible, for any Damages payable under Section 10.02such claim anywhere.

Procedures. The (a) A party seeking indemnification under Section 10.02 (the “"Indemnified Party”") agrees in respect of a Loss arising out of or involving a claim or demand made against the Indemnified Party by any Person not a party to give prompt this Agreement (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 assertion of any claimThird Party Claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will shall provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify deliver a Claim Notice, however, shall not release the Indemnifying Party shall not relieve the Indemnifying Party from any of its obligations hereunder, under this Article VIII except to the extent such failure shall have adversely affected that the Indemnifying PartyParty is actually prejudiced by such failure. a. (b) The Indemnifying Party shall 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 (which expenses shall not be entitled applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. 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 and to participate in the defense thereof, but the fees and expenses of any Claim asserted such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by any third party the Indemnifying Party or (“ii) the named parties to the Third Party Claim”Claim (including any impleaded parties) andinclude both the Indemnified Party and the Indemnifying Party, subject and the Indemnified Party reasonably determines that representation by counsel to the limitations set forth in this Section, shall be entitled to assume Indemnifying Party of both the control Indemnifying Party and such Indemnified Party may present such counsel with a conflict of and appoint lead counsel for such defense, in each case at its expense. b. interest. If the Indemnifying Party shall assume the control of assumes the defense of any Third Party Claim in accordance Claim, the Indemnified Party shall, at the Indemnifying Party's expense, cooperate with the provisions Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably requested by the Indemnifying Party. If the Indemnifying Party assumes the defense of this Section 10.03any Third Party Claim, the Indemnifying Party shall obtain not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheldParty, delayed or conditioned) before entering enter into any settlement or compromise or consent to the entry of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations any judgment with respect to such Third Party Claim if such settlement, compromise or if judgment (i) involves a finding or admission of criminal liability, (ii) does not include an unconditional written release by the settlement imposes injunctive claimant or other equitable relief against the Indemnified Party, and plaintiff of the Indemnified Party shall be entitled to participate from all Liability in the defense 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 subject to Section 8.5 below. (c) An Indemnified Party seeking indemnification in respect of a Loss 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 employ separate counsel deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its choice for obligations under this Article VIII except to the extent that the Indemnifying Party is actually prejudiced by such purposefailure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to the Indemnified Party pursuant to this Article VIII. The fees If the Indemnifying Party 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 the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a Liability of the Indemnifying Party hereunder and expenses the Indemnifying Party shall pay the amount of such separate counsel shall be paid Liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, such lesser amount shall be deemed a Final Loss Amount payable in accordance with Section 8.6 below, without prejudice to or waiver of the Indemnified Party's claim for the difference. 18 (d) The Indemnifying Party shall have no indemnification obligations with respect not be entitled to require that any Third Party Claim that shall action be settled made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. Each (e) 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 shall use reasonable efforts for purposes of any claim that an Indemnified Party may have under this Agreement with respect to collect any amounts available under insurance coverage, such Action or from any other Person the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to be responsible, for any Damages payable under Section 10.02such claim anywhere.

Procedures. The party seeking indemnification If any Action indemnifiable under this Section 10.02 4 shall be brought, asserted or threatened against any person indemnified under this Section 4, the Indemnified Party shall promptly notify the indemnifying person ("Indemnitor"); PROVIDED that any failure to notify Indemnitor timely or at all shall reduce the “Indemnified Party”) agrees to give prompt notice liabilities and obligations of Indemnitor under this Section 4 only to the party against whom indemnity is sought (extent Indemnitor actually shall be prejudiced by the “Indemnifying Party”) failure. Indemnitor shall assume the payment of all related fees and expenses to the assertion of any claimAction, and Indemnitor may, at its option, assume the defense of, or respond to, the commencement Action. If Indemnitor has assumed the defense of any suit(or responded to) the Action, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide then the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Indemnified Party shall not relieve have the Indemnifying Party of its obligations hereunder, except right to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in assume the defense of any Claim asserted by any third party (“Third Party Claim”or respond to) the Action and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.034, Indemnitor shall have the Indemnifying Party shall obtain right to control the prior written consent of the Indemnified Party (which shall not be unreasonably withhelddefense, delayed compromise or conditioned) before entering into any settlement of any such Third Party ClaimAction. If Indemnitor, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect within 30 days after notice of any such Action, or such shorter period as is reasonably required, fails to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in assume the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by Action, the Indemnified Party without will have the prior written consent right to undertake the defense, compromise or settlement of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. Each party shall cooperatesuch Action on behalf of, and cause their respective Affiliates for the account and risk, and at the expense of, Indemnitor, subject to cooperate, in the right of Indemnitor to assume the defense of such Action at any time prior to settlement, compromise 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 therewithfinal determination thereof. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. (A The party seeking indemnification under Section 10.02 12.2 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected prejudiced the Indemnifying Party. a. (B The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“"Third Party Claim”") and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. (C If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.0312.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. (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, hearingshearing, trials or appeals, as may be reasonably requested in connection therewith. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. (a) The party seeking indemnification under Section 10.02 (the “"Indemnified Party”") agrees to give reasonably prompt written notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) Claim in respect of which indemnity may be sought under such Section 10.02 and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The parties hereby acknowledge and agree that the failure by any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement except to the extent that (i) such failure shall have adversely affected results in a failure of actual notice to the Indemnifying PartyParty and (ii) such Indemnifying Party is materially prejudiced as a result of such failure to give notice. a. (b) The Indemnifying Party shall be entitled to participate in the defense of of, investigation of, or corrective action required to be undertaken in response to, any Claim asserted by a third party, including any third party Governmental Authority (“"Third Party Claim”") and, subject to the limitations set forth in this SectionSection or Section 10.04, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. (c) If the Indemnifying Party shall assume the control and cost of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03or Section 10.04, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only Claim if the settlement does not provide for the unconditional written release of the Indemnified Party from any and all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or any form of relief other equitable relief than monetary against the Indemnified Party, Party for which the Indemnified Party receives indemnification hereunder and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the ability of Buyer to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have no indemnification obligations with respect the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any Third Party Claim such claim at the sole cost of the Indemnifying Party, provided that shall be settled by if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the prior written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld, delayed or conditioned. c. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim (including any counterclaims filed by Sellers or Buyer) and shall provide access to properties and individuals as reasonably requested and 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 Indemnified Party This cooperation shall keep the Indemnifying Party fully informed be provided without cost or expense of the defense other party other than reimbursement of any Third Party Claim conducted by such Indemnified Partyout-of-pocket travel or similar expenses subject to the provisions of Section 10.02. d. (e) 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 10.02.

Procedures. The (a) In order for an Indemnified Person to be entitled to the benefits of Section 3.1(b), Section 3.1(c) or Section 3.2 with respect to a claim by a third party seeking indemnification under Section 10.02 ("Third Party Claim"), such Indemnified Person shall notify the “indemnitor promptly after receipt by such Indemnified Party”) agrees Person of notice of the Third Party Claim; PROVIDED, HOWEVER, that failure to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party notification shall not relieve affect the Indemnifying Party of its obligations hereunder, indemnification provided hereunder except to the extent such failure that the indemnitor shall have adversely affected been actually prejudiced as a result of such failure. Thereafter, the Indemnifying PartyIndemnified Person shall deliver to the indemnitor promptly after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person with respect to the Third Party Claim. a. (b) If a Third Party Claim is made against an Indemnified Person, the indemnitor shall defend and shall have the right to compromise, at its own expense, the Third Party Claim. The Indemnifying Indemnified Person will cooperate, at the expense of the indemnitor in connection with such defense. Such cooperation shall include the retention and, upon the indemnitor's request, the provision to the indemnitor of records, compilations and information which are, in the indemnitor's reasonable opinion, relevant to such Third Party Claim, access to premises and making employees available on a mutually convenient basis to be interviewed, to testify and to provide additional information and explanation of any material provided. The Indemnified Person shall be entitled have the right, at its own expense, to participate in the defense of any Claim asserted by any third party (“a Third Party Claim”) and, subject to the limitations set forth in this Section, . In no event shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any an Indemnified Person compromise a Third Party Claim in accordance with without the provisions reasonable consent of this Section 10.03the indemnitor. The indemnitor shall not, without the Indemnifying Party shall obtain the prior written reasonable consent of the Indemnified Party (which shall not be unreasonably withheldPerson, delayed compromise, or conditioned) before entering into any settlement of such Third Party Claimrefuse to compromise, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such a Third Party Claim which seeks or if the settlement imposes injunctive or other provides for equitable relief against or otherwise affects the operations or the contingent liabilities of the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedPerson. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. (a) The party seeking indemnification under Section 10.02 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.0311.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The party seeking indemnification under Section 10.02 10 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. . - The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. . - If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.0310, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. . - 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 10.0210.

Procedures. The party (a) Any Person seeking indemnification under Section 10.02 this Article 11 (the “Indemnified Party”) agrees to shall give prompt written notice to the party against Person from whom indemnity indemnification is to be sought (the “Indemnifying Party”) of the assertion of any claim, claim or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party 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 its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted Action by any third party (“Third Third-Party Claim”); provided, that the failure of the Indemnified Party to give notice as provided in this Section 11.03(a) shall not relieve any Indemnifying Party of its obligations under Section 11.02, except to the extent that such failure actually prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail the Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third-Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third-Party Claim reasonably requested by the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and, subject to the limitations set forth in this SectionSection 11.03, shall be entitled to assume control of, and defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third-Party Claim. If the control of and appoint lead counsel for Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third-Party Claim, then the Indemnified Party may defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such defense, in each case at its expense. b. Third-Party Claim. If the Indemnifying Party shall assume the control defense of any Third-Party Claim, then the Indemnified Party may participate, at his or its own expense, in the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Third-Party Claim; provided, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to that such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in any such defense with separate counsel at the defense expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Third-Party Claim. (b) Notwithstanding anything in this Section 11.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit any Order or other equitable relief to be entered, directly or indirectly, against the Indemnified Party or any of its Affiliates and (iii) such settlement includes an unconditional release of such Third Indemnified Party and its Affiliates from all liability on claims that are the subject matter of such Third-Party Claim and does not include any statement as to employ separate counsel or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party or any of its choice for such purpose. The fees and expenses Affiliates. (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of such separate counsel competent jurisdiction, or a settlement shall be paid by have been consummated (in accordance with this Article 11), or the Indemnified Party. The Party and the Indemnifying Party shall have no indemnification obligations arrived at a mutually binding agreement with respect to any Third a Third-Party Claim that shall be settled by hereunder, the Indemnified Party without the prior written consent of shall forward to the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedParty notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. c. (d) Each party shall cooperate, and cause their respective its Affiliates to cooperate, in the defense or prosecution of any Third 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 Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. (a) The party seeking indemnification under Section 10.02 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claimclaim (whether by a third party or any party hereto), or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section Section, specifying in reasonable detail the basis and factual background for the Claim and the amount of Damages sought, and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not give such notice will not, however, relieve the Indemnifying Party of its obligations hereunder, any liability hereunder except and only to the extent such failure shall have adversely affected the Indemnifying Partythat it is actually prejudiced thereby. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.0311.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. (d) Each party shall cooperate, and cause their its respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. (e) 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 10.0211.02.

Procedures. The party seeking indemnification under Section 10.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. (a) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. (b) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. (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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. (d) 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 10.02.

Procedures. The party seeking Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person who or that is entitled to seek indemnification under Section 10.02 8.2 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against such Indemnified Party by a third party (a “Third Party Claim”) in respect of any matter that is subject to give prompt notice to indemnification under Section 8.2, the party against Indemnified Party shall promptly: (i) notify the Party from whom indemnity indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third Party Claim; and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect thereto that to such Third Party Claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party may reasonably requestClaim, and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely affected the Indemnifying PartyParty is prejudiced by such delay or omission. a. (b) The Indemnifying Party shall be entitled have the right to participate in defend the defense of any Claim asserted by any third party (“Indemnified Party against such Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. . If the Indemnifying Party shall notifies the Indemnified Party that the Indemnifying Party elects to assume the control of the defense of any the Third Party Claim in accordance with (which such election shall be without prejudice to the provisions right of the Indemnified Party to dispute whether such claim is an indemnifiable Loss under this Section 10.03Article 8), then the Indemnifying Party shall obtain have the prior right to defend such Third Party Claim with counsel selected by such Indemnifying Party, and by all appropriate proceedings, to a final conclusion or settlement at the sole and absolute discretion of the Indemnifying Party. The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided, further, that such consent shall not be required if the settlement agreement: (i) before entering contains a complete and unconditional general release by the Person asserting the Third Party Claim to all Indemnified Parties affected by the claim; (ii) does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates; and (iii) does not have a material adverse Tax consequence with respect to the Company, the Assets or the Membership Interests after the Closing Date. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person (other than the Indemnifying Party or any of its Affiliates or otherwise related parties). The Indemnified Party may participate in (but in no case control) any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 8.3(b); provided that, the Indemnified Party shall bear its own costs and expenses with respect to any such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 8.3(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification under this Article 8) in regard to the Third Party Claim, with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), and by all appropriate proceedings (which proceedings shall be prosecuted diligently by the Indemnified Party). In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party ClaimClaim if indemnification is to be sought under this Article 8 without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but only if the not control, any defense or settlement does not release controlled by the Indemnified Party from all liabilities pursuant to this Section 8.3(c), and obligations the Indemnifying Party shall bear its own costs and expenses with respect to any such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim or if (a “Direct Claim”) will be asserted by giving the settlement imposes injunctive or other equitable relief against Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified PartyParty becomes aware, or should have become aware through the exercise of reasonable and diligent inquiry, of such Direct Claim. Such notice by the Indemnified Party shall be entitled to participate describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof, and indicate the defense estimated amount, if reasonably practicable, of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid damages that have been sustained by the Indemnified Party. The Indemnifying Party shall will have no indemnification obligations with respect a period of five (5) Business Days to any Third respond in writing to such Direct Claim. If the Indemnifying Party Claim that shall does not so respond within such five (5) Business Day period, the Indemnifying Party will be settled by deemed to have rejected such Direct Claim, in which event the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not will be unreasonably withheld, delayed or conditioned. c. Each party shall cooperate, and cause their respective Affiliates free to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished pursue such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewith. The available to the Indemnified Party under the terms and subject to the provisions of this Agreement. (e) Any indemnification payment made pursuant to this Agreement shall keep the Indemnifying Party fully informed of the defense be net of any Third Party Claim conducted insurance proceeds realized by such Indemnified Party. d. Each and paid to the Indemnified Party in respect of such claim, and the amount of any Loss shall use reasonable efforts take into account any Tax or other benefits attributable to collect the circumstance or event giving rise to such Loss, assuming for such purpose that any amounts available under insurance coverageTax loss, deduction or from similar item is utilized at a thirty six percent (36%) effective Tax rate and that any other Person alleged to be responsible, for any Damages payable under Section 10.02Tax credit offsets Tax liability on a Dollar-for-Dollar basis.

Procedures. The party seeking claiming indemnification under pursuant to this Section 10.02 8 (the “"Indemnified Party”") agrees to give prompt notice to shall promptly notify the party against whom indemnity is sought providing indemnification pursuant to this Section 8 (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect such claim of which indemnity may be sought under such Section it becomes aware and will shall: (i) at the Indemnifying Party’s expense, provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any such information with respect thereto that claim, and (ii) at the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderIndemnified Party’s expense, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the claim. The Indemnifying Party shall assume the be permitted to solely control of the defense of any Third Party Claim in accordance with such claim or action and all negotiations for its settlement or compromise; provided, however, that (i) no settlement or compromise affecting the provisions financial or legal obligations of this Section 10.03, the Indemnifying any Indemnified Party shall obtain the be entered into or agreed to without such Indemnified Party’s prior written consent of the Indemnified Party (approval, which approval shall not be unreasonably withheld, delayed unless such settlement contains a release by the claimant or conditioned) before entering into any settlement the plaintiff of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, its Affiliates, officers, directors, employees, representatives, and agents from liability in respect of such claim or action and (ii) such Indemnified Party has the right to participate, at its own expense, in the defense and/or settlement of any such claim or action in order to protect its own interests, provided, however, that such Indemnified Party shall be entitled not enter into or agree to participate in any settlement or compromise affecting the defense financial or legal obligations of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The any Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the such Indemnifying Party's prior written consent of the Indemnifying Partyapproval, which consent approval shall not be unreasonably withheld, delayed unless such settlement contains a release by the claimant or conditioned. c. Each party shall cooperatethe plaintiff of such Indemnifying Party, and cause their respective Affiliates to cooperateits officers, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such recordsdirectors, information and testimonyemployees, representatives, and attend agents from liability in respect of such conferences, discovery proceedings, hearings, trials claim or appeals, as may be reasonably requested in connection therewith. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Partyaction. d. 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 10.02.

Procedures. The Each party seeking entitled to indemnification under this Section 10.02 4.7 (the “"Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement unless the failure to the extent give such failure shall have adversely affected the notice is materially prejudicial to an Indemnifying Party. a. The 's ability to defend such action and provided further, that the Indemnifying Party shall be entitled not assume the defense for matters as to participate which there is a conflict of interest between the Indemnifying and indemnified Parties or separate and different defenses. No Indemnifying Party, in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim or litigation, subject shall, except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed judgment or conditioned) before entering enter into any settlement of such Third Party Claim, but only if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liabilities and obligations with liability in respect to such Third Party Claim claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedlitigation. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The (a) A party seeking indemnification under Section 10.02 (the “Indemnified Party”) agrees to give prompt 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 assertion of any claimThird-Party Claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will shall promptly provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify deliver a Claim Notice, however, shall not release the Indemnifying Party shall not relieve the Indemnifying Party from any of its obligations hereunder, under this Article VIII except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If that the Indemnifying Party shall assume the control is materially prejudiced by such failure. In furtherance and not in limitation of the defense foregoing or anything herein contained to the contrary, any Claim Notices delivered shall specify, with reasonable detail and particularity, the nature of the Claim, the section or sections of the Agreement to which the Claim relates, and the amount of such Losses (if known) or a good faith, reasonable estimate of such Losses (to the extent ascertainable at such time) (the “Claimed Losses” ) and the basis upon which such calculation or estimate has been determined (together with reasonable supporting documentation therefor). (b) Except with respect to any Third Party Claim in accordance with the provisions of this Section 10.03Special Claim, the Indemnifying Party shall obtain have the right (by notifying the Indemnified Party in writing of its intent within 20 days after receipt of the Third-Party Claim Notice) but not the obligation to control the defense of any Third-Party Claim, and all reasonable fees and expenses of the Indemnifying Party’s counsel shall be borne by the Indemnifying Parties. If the Indemnifying Party is controlling the defense of a Third-Party Claim, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in (but not control) the defense of such action at its sole expense. If the Indemnifying Party assumes the defense of any such Third-Party Claim, the Indemnifying Party will select counsel to conduct the defense of such claim or proceeding, will take all steps necessary in the defense or settlement thereof and will at all times diligently and promptly pursue the resolution thereof. If the Third-Party Claim is a Special Claim, or if the Indemnifying Party does not assume the defense of such Third-Party Claim or proceeding resulting therefrom in accordance with the terms of this Section 8.4, the Indemnified Party may defend against such claim or proceeding, and shall be reimbursed by the Indemnifying Party for such reasonable costs and expenses, in the manner the Indemnified Party may deem appropriate, including settling such claim or proceeding on such terms as the Indemnified Party may deem appropriate, with the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed). All parties to this Agreement shall cooperate in the defense or prosecution of such Third Party Claim and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection with such Third-Party Claim; provided, that no party shall be required to grant access or furnish information to the extent that such information is subject to an attorney/client or attorney work product privilege; and provided further, that a party and/or its counsel shall use their commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney/client or attorney work product privilege. Each party shall act in good faith and in a commercially reasonable manner in addressing any adverse consequences that may result in the basis for an indemnifiable claim. If the Indemnifying Party assumed the defense of any claim or proceeding in accordance with this Section 8.4, the Indemnifying Party will be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or proceeding, 60 with the prior written consent of each relevant Indemnified Party (which shall not be unreasonably withheld); provided, delayed however, that the Indemnifying Party will pay or conditioned) before entering into any settlement cause to be paid all amounts arising out of such Third settlement or judgment concurrent with the effectiveness thereof; provided further, that the Indemnifying Party is not authorized to encumber any of the assets of any Indemnified Party or to agree to any restriction that would apply to any Indemnified Party or to its conduct of business; and provided further, that a condition to any such settlement is a complete release of each relevant Indemnified Party and its Affiliates, directors, officers, employees and agents with respect to the claim made. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third‑Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, but only if and shall provide the settlement does Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party from all liabilities and obligations with respect or otherwise than pursuant to such Third this Article VIII. If the Indemnifying Party Claim or if the settlement imposes injunctive or other equitable relief against does not notify the Indemnified PartyParty within 20 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability (in whole or in part) to the Indemnified Party hereunder, which may consist of, for the avoidance of doubt, an objection based on the inability to determine (i) the propriety of indemnification of any or all claims contained in the Claim Notice, (ii) the accuracy of any statement of fact or Losses set forth in the Claim Notice and/or (iii) to the extent the Claim Notice seeks indemnification under Section 8.2(a) or Section 8.3(a), the fact that the facts alleged in the Claim Notice do not constitute a breach of a representation or warranty for which indemnification is available pursuant to Section 8.2(a) or Section 8.3(a), as applicable (any such notice, an “Objection Notice”), such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party timely disputes (in whole or in part) its liability to the Indemnified Party hereunder in accordance with the terms hereof, the Indemnifying Party and the Indemnified Party will, for a period of 30 days following delivery of the Objection Notice, negotiate in good faith to resolve the items disputed in the Objection Notice. During such 30-day period each of such parties shall promptly provide the other with such information regarding the Direct Claim as such other party may reasonably request. If the Indemnified Party and the Indemnifying Party are unable to fully resolve the items disputed in the Objection Notice during such 30-day period, the Indemnified Party and the Indemnifying Party will be entitled to participate initiate such proceedings and seek such remedies as may be permitted under the terms of this Agreement. (d) Subject to Section 8.5, the indemnification required hereunder shall be made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, promptly following agreement between the defense Indemnifying Party and the Indemnified Party of the amount of Losses incurred or if no such agreement, upon receipt of a final, non-appealable court order determining the amount of such Third Losses. (e) The Indemnifying Party Claim and shall not be entitled to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall require that any action be paid made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. The Indemnifying Party . (f) Notwithstanding the foregoing, following the Closing, the Buyer shall have no indemnification obligations not initiate any discussions, proceedings, audits, examinations or any other contacts relating to sales and use Taxes of the Company with respect to any Third Party Claim that shall be settled by the Indemnified Party Governmental Authority for a Pre-Closing Tax Period, without the prior written consent of the Indemnifying Party, which consent shall Sellers Representative (not to be unreasonably withheld, delayed or conditioned. c. Each party ). Sellers Representative shall cooperatehave the right to determine which Governmental Authority to initiate discussions with regarding resolution, including voluntary disclosure agreements, of outstanding sales and cause their respective Affiliates use Tax liability of Seller for a Pre-Closing Tax Period. The rights of the parties to cooperate, control and participate in the defense or prosecution of any Third Party Claim process 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 Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any such sales and use Tax matters (including with respect to settlement) shall be governed in the same manner as Third Party Claims under Section 8.4(b). For the avoidance of doubt, and notwithstanding anything else to the contrary in this Agreement, (i) Buyer shall have the right to initiate any discussions, proceedings, audits, examinations, voluntary disclosure agreements, or any other contacts relating to sales and use Taxes of On-Site Labs and DepositIQ with any Governmental Authority for any Pre-Closing Tax Period or Straddle Period, without the consent of Sellers Representative, (ii) the Sellers Representative shall have the right to participate (at its own expense) in the process and defense of any such sales and use Tax matters and Buyer shall not consent to settlement of any such matter without the consent of the Sellers Representative (which shall not be unreasonably withheld), and (iii) nothing in this Agreement shall be construed to limit Buyer’s ability after the Closing to file Tax Returns with any Governmental Authority with respect to any sales or use Taxes of On-Site Labs, Deposit IQ, or Buyer (or any of its Affiliates) for any Tax period that is a Straddle Period or that begins after the Closing Date. No action by Buyer or any of its Affiliates that is authorized in this Section 8.4(f) shall result in any limitation on any Seller Party’s obligation to indemnify any Buyer Indemnified Party with respect to Losses for any Sales Tax Claim conducted by such Indemnified Partypursuant to this Agreement. d. Each Indemnified Party (g) To the extent any provision of this Section 8.4 is in conflict with or inconsistent with the provisions of Article VI, Article VI 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 10.02govern.

Procedures. The party seeking (a) Any Person that may be entitled to indemnification under Section 10.02 this Article VII (the “Indemnified Party”) agrees to shall give prompt notice written notification (a “Third-Party Claim Notice”) to the party against Party from whom indemnity indemnification is sought (the “Indemnifying Party”) after receipt by the Indemnified Party of the assertion notice of any claim, or the commencement of any suitaction, action suit or proceeding (“Claim”) relating to a third-party claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity may be sought under pursuant to this Agreement (including a claim by a third party against the Indemnified Party, such Section claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and will circumstances with respect to the subject matter of such Third-Party Claim and the a good faith estimate of the amount of claimed Covered Losses; provided that the failure to provide such notice shall not release the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any of its obligations hereunderunder this Article VII, except to the extent that the Indemnifying Party suffers actual loss or prejudice as a result of such failure shall have adversely affected or delay. (b) Upon receipt of a notice of a Third-Party Claim for indemnity from an Indemnified Party: (i) the Indemnifying Party will be entitled, by notice to the Indemnified Party delivered within [***] of the receipt of notice of such Third-Party Claim, to assume the defense and control of such Third-Party Claim (at the Indemnifying Party. a. The ’s expense) if the relief sought in such Third-Party Claim is (A)(x) solely monetary and the Indemnifying Party, prior to the assumption of such defense, agrees in writing that any Liability related to or arising from such Third-Party Claim shall be deemed a Covered Loss under this Article VII for which the Indemnified Party is entitled to indemnification (the “Liability Assumption” and, for the sake of clarity, it being understood that such Liability Assumption shall not extend to any material amendment to a Third-Party Claim nor shall the -58- [***] Confidential Treatment Requested - Indemnifying Party have control of the Third-Party Claim with respect to such material amendment unless such Indemnifying Party complies with this Section 7.4(b)(i) with respect to such material amendment), and (y) does not seek an injunction or equitable relief against the Indemnified Party and (B) such Third-Party Claim is not related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. Notwithstanding an election by the Indemnifying Party to assume the defense of such Third-Party Claim, the Indemnified Party shall be entitled have the right to employ one separate counsel to monitor and consult with respect to, and to participate in the defense as counsel of any Claim asserted by any third party (“Third Party Claim”) andrecord, subject but not to the limitations set forth in this Sectiondirect such Proceeding, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume bear the control reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of any Third the Third-Party Claim in accordance with Claim, that would make representation by the provisions of this Section 10.03, same counsel or the counsel selected by the Indemnifying Party shall obtain the prior written consent of the Indemnified Party inappropriate; (which shall not be unreasonably withheld, delayed or conditionedB) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Third-Party Claim or if the settlement imposes injunctive seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to Section 7.4(b)(i), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third Third-Party Claim with its own counsel to monitor and to employ separate consult with counsel for the Controlling Party, and participate in the defense as counsel of its choice for record (but not direct) such purposeThird-Party Claim, at the Indemnifying Party’s own expense. The fees and expenses Each of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all relevant correspondence and documentation relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such - information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) The Party which has assumed control of the defense of the Third-Party Claim (the “Controlling Party”) shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnifying party not controlling the defense (the “Non-Controlling Party,” and such settlement, which a “Unilateral Settlement”) (such consent shall not to be unreasonably withheld, delayed unconditioned or conditioned. c. Each party shall cooperatedelayed) unless (A) the Non-Controlling Party, as a condition to settlement, is given a complete and cause their respective Affiliates unconditional release of any and all Liabilities by all relevant parties to cooperatesuch Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; and (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; provided, in the defense or prosecution of any Third event a Unilateral Settlement is entered into by a Controlling 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 Indemnified Party shall keep that is not the Indemnifying Party fully informed Party, the existence and terms of the defense Unilateral Settlement shall be disregarded for the purposes of determining whether any Third Party Claim conducted by such Indemnified Partyindemnification obligation is owed under this Article VII. d. 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 10.02.

Procedures. (a) The party seeking indemnification under Section 10.02 9.2 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected prejudiced the Indemnifying Party. a. The (b) Subject to the limitations set forth in this Section 9.3, the Indemnifying Party shall be entitled to participate in control the defense defense, and appoint lead counsel for such defense, of any Claim asserted by any third party (“"Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense"), in each case all cases at its the Indemnified Party's expense. b. (c) If the Indemnifying Party shall assume assumes the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.039.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not include an unconditional release of the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The party seeking indemnification ARTICLE 11.2.1 Promptly after the receipt by any Person entitled to indemnity hereunder of notice under Section 10.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion this paragraph 11.2, of any third party claim, or the commencement of any suit, action or proceeding (“a "Third Party Claim”"), such Person (the "Aggrieved Party") in will, if a claim for indemnification with respect thereto is to be made against any party obligated to provide indemnification pursuant to Article 11 (the "Indemnifying Party"), give such Indemnifying Party written notice of which indemnity may be sought under such Section Third Party Claim and will provide shall permit the Indemnifying Party to assume the defense of any such information Third Party Claim, and, upon such assumption, shall cooperate fully with respect thereto the Indemnifying Party in the conduct of such defense; provided, however, that any failure to provide such notice shall not constitute a waiver of the Indemnifying Party's indemnity obligations hereunder except to the extent the Indemnifying Party is actually prejudiced in defense of a Third Party Claim against the Aggrieved Party. The Indemnifying Party shall have the right, within 12 business days of receipt of notice thereof, to assume and control the defense and settlement of such Third Party Claim at the Indemnifying Party's sole cost and expense [and with counsel reasonably satisfactory to the Aggrieved Party]; provided, however, that the Indemnifying Party may reasonably request. The failure to so notify will not have the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled right to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, that seeks criminal penalties. If the Indemnifying Party assumes the defense of any such Third Party Claim, the Aggrieved Party may participate in, but not control, at its expense, the defense of such Third Party Claim. The Indemnifying Party shall obtain not, in the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement defense of such Third Party Claim, but only if consent to entry of any judgment, except with the settlement written consent of the Aggrieved Party, or enter into any settlement, except with the written consent of the Aggrieved Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Aggrieved Party of a release the Indemnified Party from all liabilities liability in respect of such Third Party Claim. All awards and obligations costs payable by a third party to the Aggrieved Party or the Indemnifying Party shall belong to the Indemnifying Party. ARTICLE 11.2.2 If the Indemnifying Party shall not assume the defense of any such Third Party Claim, the Aggrieved Party may defend and settle such Third Party Claim in such manner as it may deem appropriate and, unless the Indemnifying Party shall deposit with the Aggrieved Party a sum equivalent to the total amount demanded (subject to the applicable limitation set forth in Section 11.3) in such Third Party Claim less the Minimum Loss to the extent not incurred already by the Aggrieved Party, or shall deliver to the Aggrieved Party a surety bond in form and substance reasonably satisfactory to the Aggrieved Party in such amount, the Aggrieved Party may settle such Third Party Claim on such terms as it may deem appropriate, and the Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of all expenses, legal or otherwise, incurred by the Aggrieved Party in connection with the defense against or settlement of such Third Party Claim minus the Minimum Loss to the extent not incurred already by the Aggrieved Party. If no settlement of such Third Party Claim is made, the Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of any judgment rendered with respect to such Third Party Claim and of all expenses, legal or if otherwise, incurred by the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Aggrieved Party shall be entitled to participate in the defense of against such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel Claim. ARTICLE 11.2.3 If there shall be paid by any conflicts between the Indemnified Party. The Indemnifying Party provisions of this Section 11.2 and Section 7.7.3 (relating to Tax contests), the provisions of Section 7.7.3 shall have no indemnification obligations control with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 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 therewithTax contests. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.ARTICLE

Procedures. The (a) In order for a party seeking indemnification under Section 10.02 (the “Indemnified Party”) agrees to give prompt be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any third Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver notice (a “Claim Notice”) thereof to the party against whom indemnity is sought Seller or the Buyer, as applicable (the “Indemnifying Party”) ), with reasonable promptness after receipt by such Indemnified Party of written notice of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section Third Party Claim and will shall provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent that the Indemnifying Party is materially prejudiced by such failure. The failure Indemnifying Party shall have 15 days after receipt of the Claim Notice (the “Notice Period”) to so notify the Indemnified Party that it desires to defend the Indemnifying Party against such Third Party Claim. (b) In the event that the Indemnifying Party, within the Notice Period, acknowledges in writing its obligation to indemnify the Indemnified Party against a Third Party Claim that is exclusively for civil monetary damages at law, (i) the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense, with counsel of its choosing, at its expense (which expenses shall not be applied against any indemnity limitation herein); provided, however, that notwithstanding the foregoing, the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim (A) for equitable or injunctive relief or that would impose criminal liability or criminal damages, (B) involving a conflict of interest between the Indemnifying Party (or any of its Affiliates) and the Indemnified Party (or any of its Affiliates), or (C) where the amount of Losses sought exceed the Indemnifying Party’s obligations under this Article IX, (ii) the Indemnifying Party shall use its commercially reasonable efforts to defend diligently such Third Party Claim, and (iii) the Indemnified Party, prior to the period in accordance which the Indemnifying Party assumes the defense of such matter, may take such reasonable actions to preserve any and all rights with respect to such matter, without such actions being construed as a waiver of the provisions Indemnified Party’s rights to defense and indemnification pursuant to this Agreement, but with such actions not being determinative of this Section 10.03the amount of any Losses. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall obtain not enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim without the prior written consent of the Indemnified Party if the 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 shall the Indemnified Party will be fully indemnified hereunder. (c) If the Indemnifying Party (i) does not be unreasonably withheldelect to defend the Indemnified Party against a Third Party Claim, delayed whether by not giving the Indemnified Party timely notice of its desire to so defend or conditionedotherwise or (ii) before entering into any settlement after assuming the defense of a Third Party Claim, fails to take commercially reasonable steps necessary to defend diligently such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall have the right but not the obligation to assume such defense and shall have the sole power to direct and control such defense, with counsel of its choosing, at the expense of the Indemnifying Party; it being understood that the Indemnified Party’s right to indemnification for a Third Party Claim shall not be entitled to participate in adversely affected by assuming the defense of such Third Party Claim and to employ separate counsel of its choice for such purposeClaim. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any not settle a Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. Each party shall cooperate, (d) The Indemnifying Party 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 Indemnified Party shall keep cooperate in the Indemnifying Party fully informed conduct of the defense of any a Third Party Claim conducted Claim, including by such Indemnified Partyproviding reasonable access to each other’s relevant business records and other documents, and employees. d. Each (e) The Indemnifying Party and the Indemnified Party shall use commercially reasonable efforts to collect avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any amounts available under insurance coverageparty to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. (f) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, or the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any other Person alleged of its obligations under this Article IX except to the extent that the Indemnifying Party is materially prejudiced by such failure. (g) Notwithstanding the foregoing, any payment the Seller is obligated to make to any Indemnified Party pursuant to this Article IX shall be responsiblepaid first by release of funds to such Indemnified Party from the Escrow Account by the Escrow Agent pursuant to, for and in accordance with, the Escrow Agreement. To the extent the Escrow Amount is fully extinguished or insufficient to pay any Damages payable under Section 10.02remaining sums due, then the Seller shall be required to pay to the Indemnified Parties all of such additional sums due or claimed on demand, by wire transfer of immediately available funds.

Procedures. The party seeking indemnification under Parties’ respective obligations in this Section 10.02 9 (Third-Party Claims) are conditioned on: (a) the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide Parties giving the Indemnifying Party such information prompt written notice of the Claim, except that the failure to provide prompt notice will only limit the indemnification obligations to the extent the Indemnifying Party is prejudiced by the delay or failure; (b) the Indemnifying Party being given full and complete control over the defense and settlement of the Claim; and (c) the relevant Indemnified Parties providing assistance in connection with respect thereto that the defense and settlement of the Claim, as the Indemnifying Party may reasonably request. The failure Indemnifying Party will indemnify the Indemnified Parties against: (i) all damages, costs, and attorneys’ fees finally awarded against any of them with respect to so notify any Claim; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by any of them in connection with the defense of the Claim (other than attorneys’ fees and costs incurred without the Indemnifying Party’s consent after it has accepted defense of such Claim); and (iii) all amounts that the Indemnifying Party shall not relieve agreed to pay to any third party in settlement of any Claims arising under this Section 9 (Third-Party Claims) and settled by the Indemnifying Party of or with its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partyapproval. The Indemnifying Party shall have no indemnification obligations with respect not, without the relevant applicable Indemnified Parties’ prior written consent, agree to any Third Party Claim that shall be settled by settlement on behalf of such Indemnified Parties which includes either the obligation to pay any amounts, or any admissions of liability, whether civil or criminal, on the part of any of the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedParties. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. (a) The party seeking indemnification under Section 10.02 11.02 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”"CLAIM") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim other than those notices and documents separately addressed to the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”"THIRD PARTY CLAIM") and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.0311.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The party seeking (a) Promptly after a Person entitled to indemnification under Section 10.02 hereunder (the “Indemnified Party”) agrees has received notice or has Knowledge of any Third Party claim or proceeding, or threatened claim or proceeding (a “Third Party Claim”) which could result in a Loss for which such Party may be entitled to give prompt notice indemnification under this Article 11, the Indemnified Party shall promptly deliver to the party Party against whom indemnity indemnification is sought under this Article 11 (the “Indemnifying Party”) written notice of such Third Party Claim (the “Claim Notice”), which Claim Notice shall include, to the extent known, the nature and basis of such Third Party Claim, the basis for indemnification hereunder and the amount in dispute under action, claim or proceeding; provided, however, that the failure of the assertion of any claim, Indemnified Party to provide the Claim Notice shall not release or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide waive the Indemnifying Party such information with respect thereto from its obligations to the Indemnified Party under this Article 11 except to the extent that the Indemnifying Party is prejudiced as a result of such failure. (b) Following receipt of the Claim Notice, the Indemnifying Party may reasonably requestelect at any time to assume and thereafter conduct the defense and settlement of any Third Party Claim subject to any such indemnification claim with counsel of the Indemnifying Party’s choice and to settle or compromise any such Third Party Claim, and the Indemnified Party shall cooperate in all respects with the conduct of such defense by the Indemnifying Party and/or the settlement of such Third Party Claim by the Indemnifying Party; provided, however, that the Indemnifying Party will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Third Party Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld or delayed), unless the terms of such settlement provide for a complete release of the claims that are the subject of such action, claim or proceeding in favor of the Indemnified Party. The failure Notwithstanding the foregoing, the Indemnified Party shall have the right to so notify control the defense of, and the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of defense of, any Third Party Claim that seeks relief other than monetary damages against the Indemnified Party and appoint lead counsel that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for such money damages. (c) The Parties agree to cooperate fully in connection with the defense, in each case at its expensenegotiation or settlement of any claim for indemnification arising from a Third Party Claim. Such cooperation will include the retention and, upon the request of the party defending, negotiating or settling the claim, the provision to such party of records and information which are reasonably relevant to such Third Party Claim, and making employees and other Representatives reasonably available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. b. (d) If the Indemnifying Party shall assume the control of fails or refuses to undertake the defense of any such Third Party Claim within thirty (30) calendar days after the claim for indemnification has been tendered to the Indemnifying Party by the Indemnified Party, pursuant to and in accordance with the provisions of this Section 10.0311.5(b), or if the Indemnifying Party later fails to conduct in good faith the defense or withdraws from such defense, the Indemnified Party shall obtain have the right to (i) undertake the defense of such claim with counsel of its own choosing, with the Indemnifying Party being responsible for the reasonable costs and expenses of such defense as Losses hereunder if and to the extent that such claim is a claim for which such Indemnified Party is entitled to be defended, indemnified, held harmless or reimbursed under this Article 11, and (ii) settle or compromise, or attempt to settle or compromise, the Third Party Claim; provided, however, that the Indemnified Party shall not settle or compromise such Third Party Claim without the Indemnifying Party’s prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed conditioned or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioneddelayed). 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The party seeking following provision shall govern indemnification under Section 10.02 this Article IX: (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) agrees to give prompt notice to ), shall promptly notify the party against whom indemnity is sought Party liable for such indemnification (the “Indemnifying Party”) of the assertion in writing of any claim, or the commencement of any suit, action or proceeding (“Claim”) claim in respect of which indemnity may be sought under this Article IX, including any pending or threatened claim or demand by a third Person that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third Person against the Indemnified Party, each a “Third-Person Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such Section and will claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any of its obligations hereunderunder this Article IX, except to the extent such failure shall have adversely affected that the Indemnifying PartyParty is prejudiced by such failure. a. The (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 9.3(a) in respect of a Third-Person Claim, the Indemnifying Party may, by notice to the Indemnified Party delivered within twenty (20) Business Days of the receipt of notice of such Third-Person Claim, assume the defense and control of any Third-Person Claim, with its own counsel and at its own expense, but shall be entitled allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third-Person Claim with its own counsel and at its own expense. The Indemnified Party may take any actions reasonably necessary to defend such Third-Person Claim asserted by any third party (“Third Party Claim”) and, subject prior to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If time that it receives a notice from the Indemnifying Party as contemplated by the immediately preceding sentence. The Parent or the Acquiror, as the case may be, shall, and shall assume cause each of its Affiliates and each of its and their Representatives to, cooperate fully with the control of Indemnifying Party in the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Third-Person Claim. The Indemnifying Party shall obtain not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld), delayed consent to a settlement, compromise or conditioned) before entering into discharge of, or the entry of any settlement of such Third Party judgment arising from, any Third-Person Claim, but only if the settlement unless such settlement, compromise, discharge or entry of any judgment does not release involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement or judgment (unless otherwise provided in such judgment), (ii) not encumber any of the material assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business and (iii) obtain, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, a complete and unconditional release of each Indemnified Party from any and all liabilities and obligations in respect of such Third-Person Claim. The Indemnified Party shall not settle, compromise or consent to the entry of any judgment with respect to any claim or demand for which it is seeking indemnification from the Indemnifying Party or admit to any liability with respect to such Third Party Claim claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party demand without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. Each party (c) Notwithstanding anything to the contrary contained in this Article IX, no Indemnifying Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense have any liability under this Article IX for any Losses arising out of 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 therewithwith any Third-Person Claim that is settled or compromised by an Indemnified Party without the consent of such Indemnifying Party. (d) In the event any Indemnifying Party receives a notice of a claim for indemnity from an Indemnified Party pursuant to Section 9.3(a) that does not involve a Third-Person Claim, the Indemnifying Party shall notify the Indemnified Party within twenty (20) Business Days following its receipt of such notice whether the Indemnifying Party disputes its liability to the Indemnified Party under this Article IX. The Indemnified Party shall keep reasonably cooperate with and assist the Indemnifying Party fully informed of in determining the defense validity of any Third Party Claim conducted such claim for indemnity by such the Indemnified Party. d. Each (e) In the event a claim or any Action for indemnification under this Article IX has been finally determined, the amount of such final determination shall be paid (i) if the Indemnified Party is a Licensee, by the Parent to the Indemnified Party and (ii) if the Indemnified Party is the Parent, by the Acquiror to the Indemnified Party, in each case on demand in immediately available funds. A claim or an Action, and the liability for and amount of damages therefor, shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged be deemed to be responsible“finally determined” for purposes of this Article IX when the Parties have so determined by mutual agreement or, for any Damages payable under Section 10.02if disputed, when a final non-appealable Governmental Order has been entered into with respect to such claim or Action.

Procedures. The party seeking indemnification In the event any demands or claims are asserted against an Indemnified Party or any actions, suits or proceedings are commenced against an Indemnified Party for which Seller is obligated to indemnify an Indemnified Party under Section 10.02 (this Section, then the “Indemnified Party shall give timely notice thereof to Seller in order to permit Seller the necessary time to evaluate the merits of such demand, claim, action, suit or proceeding and defend, settle or compromise the same so that Seller's interests are not materially prejudiced. Within 10 business days after such notice, Seller shall assume the defense thereof with counsel chosen by Seller or its insurer and reasonably acceptable to the Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of . Seller shall not be liable for any costs or expenses incurred by an Indemnified Party in connection with any demand, claim, or the commencement of any suitaction, action suit or proceeding (“Claim”) for which Seller is obligated to indemnify the Indemnified Party under this Section, provided that Seller shall have assumed the defense thereof in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information accordance with respect thereto that the Indemnifying Party may reasonably requestthis Section. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party Indemnified Parties shall be entitled to participate in (but not control) the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch action, subject to the limitations set forth in this Section, shall be entitled to assume the control of with its counsel and appoint lead counsel for such defense, in each case at its own expense. b. . If the Indemnifying Party shall Seller does not assume the control of the defense of any Third such claim or litigation resulting therefrom, (a) an Indemnified Party Claim may defend against such claim or litigation, in accordance with the provisions of this Section 10.03such manner as it may deem appropriate, the Indemnifying Party shall obtain the prior written consent including, but not limited to, settling such claim or litigation, after giving notice of the same to Seller on such terms as such Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Partymay deem appropriate, and the Indemnified Party (b) Seller shall be entitled to participate in (but not control) the defense of such Third Party Claim action, with its own counsel and to employ separate counsel of at its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedown expense. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The party seeking 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 10.02 8.2 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third-Party Claim”) in respect of any matter that is subject to give prompt notice indemnification under Section 8.2, the Indemnified Party shall promptly (i) notify the Party(ies) obligated to the party against whom indemnity is sought indemnify (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third-Party Claim and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third-Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Losses attributable to the Third-Party may reasonably requestClaim and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely affected the Indemnifying PartyParty is prejudiced by such delay or omission. a. (b) The Indemnifying Party shall be entitled have the right to participate in defend the defense of any Indemnified Party against such Third-Party Claim asserted by any third party (“Third Party Claim”) and, subject to at the limitations set forth in this Section, shall be entitled to assume the control of Indemnifying Party’s sole cost and appoint lead counsel for such defense, in each case at its expense. b. . If the Indemnifying Party shall notifies the Indemnified Party that the Indemnifying Party elects to assume the control of the defense of any Third the Third-Party Claim in accordance with (such election to be without prejudice to the provisions right of the Indemnifying Party to dispute whether such claim is an indemnifiable Loss under this Section 10.03Article VIII), then the Indemnifying Party shall obtain have the prior right to defend such Third-Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 8.4(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided further, that such consent shall not be required if (i) before entering into any settlement of such Third Party Claim, but only if the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim, (ii) the settlement agreement does not release contain any sanction or restriction upon the conduct of any business by, and does not contain an injunction or other equitable relief upon, the Indemnified Party from all liabilities and obligations or its Affiliates. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ separate counsel to represent the Indemnified Party if the Indemnified Party is advised by outside counsel reasonably satisfactory to the Indemnifying Party that a conflict of interest exists that requires the Indemnified Party to be represented by separate counsel under the applicable rules of professional responsibility or if the court in which such Third-Party Claim is pending determines that a conflict of interest exists such that the Indemnifying Party’s counsel is prohibited by such court or otherwise unable to represent the Indemnified Party with respect to such Third Third-Party Claim or if there is one or more defenses that could be asserted by the settlement imposes injunctive Indemnified Party that could not be asserted by the Indemnifying Party or other equitable relief against the Indemnifying Party’s counsel (on the Indemnified Party’s behalf), and and, in the event the Indemnified Party shall be entitled to participate in has the defense of such Third Party Claim and right to employ separate counsel of its choice for such purpose. The the reasons set forth in this sentence, the reasonable expenses and fees and expenses of such separate counsel shall be paid by the Indemnified Indemnifying Party. The If requested by the Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by Party, the Indemnified Party without agrees, at the prior written consent sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third-Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third-Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third-Party Claim controlled by the Indemnifying Party pursuant to this Section 8.4(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) Unless and until the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 8.4(b), the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third-Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third-Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third-Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 8.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. c. Each party shall cooperate(d) Any claim by an Indemnified Party on account of Losses that does not result from a Third-Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. 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 cause their respective Affiliates will indicate the estimated amount, if reasonably practicable, of Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five (5) Business Days within which to cooperaterespond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such period, the Indemnifying Party will be deemed to have rejected such claim, in which event the defense or prosecution of any Third Indemnified Party Claim and shall furnish or cause will be free to be furnished pursue such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewith. The available to the Indemnified Party subject to the provisions of this Agreement. (e) Any indemnification payment made pursuant to this Agreement shall keep the Indemnifying Party fully informed of the defense be net of any Third Party Claim conducted insurance proceeds realized by such Indemnified Party. d. Each and paid to the 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 10.02in respect of such claim.

Procedures. The party seeking indemnification under Section 10.02 (the a) In order for a JD Finance Indemnified Party or a JD Group Indemnified Party (each, an “Indemnified Party”) agrees to give prompt be entitled to any indemnification provided for under this Agreement as a result of a Loss or a claim or demand made by any third Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall deliver notice thereof to JD Group or JD Finance, as the party against whom indemnity is sought case may be, (the “Indemnifying Party”) ), promptly after receipt by such Indemnified Party of written notice of the assertion Third-Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of any claim, or computation of the commencement amount of any suit, action or proceeding such claim (“Claim”if known) in respect of which indemnity may be sought under and such Section and will provide the Indemnifying Party such other information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article XII, except to the extent that the Indemnifying Party is actually prejudiced by such failure. (b) An Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that, if, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party such witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereundersettle, except to the extent compromise or discharge such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain without the prior written consent of the Indemnified Party (which shall not be unreasonably withheldParty, delayed unless such settlement, compromise or conditioned) before entering into any settlement discharge of such Third Third-Party Claim by its terms obligates the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, but only if the settlement does not release and releases the Indemnified Party from all liabilities and obligations completely in connection with respect to such Third Third-Party Claim Claim. Whether or if not the settlement imposes injunctive or other equitable relief against Indemnifying Party assumes the Indemnified Partydefense of a Third-Party Claim, and the Indemnified Party shall be entitled not admit any Liability with respect to, or settle, compromise or discharge, or offer to participate in the defense of settle, compromise or discharge, such Third Third-Party Claim and 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 employ separate counsel of its choice for be collected from such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by , the Indemnified Party without the prior written consent shall deliver notice of such claim promptly to the Indemnifying Party, which consent describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not be unreasonably withheld, delayed or conditioned. c. Each party shall cooperate, and cause their respective Affiliates release the Indemnifying Party from any of its obligations under this Article XII except to cooperate, in the defense or prosecution of any Third extent that the Indemnifying Party Claim and shall furnish or cause to be furnished is prejudiced by such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithfailure. The Indemnified Party shall keep reasonably cooperate and assist the Indemnifying Party fully informed of in determining the defense validity of any Third claim for indemnity by the Indemnified Party Claim conducted and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters, in each case, to the extent reasonably required by such Indemnified the Indemnifying Party. d. 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 10.02.

Procedures. (a) The party seeking indemnification under Section 10.02 this Article IX (the “Indemnified Party”) agrees to give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, claim or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request9.2. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely affected prejudiced the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this SectionArticle IX, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.039.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim unless such settlement includes an unconditional release of such Indemnified Party from liability arising out of such Third Party Claim, but only if provides solely for monetary relief to be satisfied by the settlement does Indemnifying Party and would not release reasonably be expected to have an adverse effect on the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and (ii) the Indemnified Party shall be entitled to participate in the defense of such any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid borne by the Indemnified Party. The ; provided that if the Indemnified Party would be entitled to indemnification hereunder, the Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party without prior to the prior written consent date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedParty and the Indemnified Party by the same counsel would create a conflict of interest. c. (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 Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. (a) The party seeking indemnification under Section 10.02 11.02 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to give prompt notice in reasonable detail to the party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The Except as otherwise provided in Section 11.02(c), the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected prejudiced the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”"THIRD PARTY CLAIM") and, subject to the limitations set forth in this SectionSection 11.03(c), shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.0311.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. (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 Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. Each Indemnified Party (e) For the avoidance of doubt, the parties acknowledge and agree that the provisions of Section 11.03(a) through (d) above shall use reasonable efforts apply to collect any amounts available under insurance coveragesuit, action or from proceeding relating to any other Person alleged Excluded Liability, including without limitation those items identified in Item 5 of Annex E; PROVIDED, however, that Buyer shall not be required to be responsible, for give notice pursuant to Section 11.03(a) to Seller with respect to any Damages payable under Section 10.02Excluded Liabilities that are identified on Schedule 3.08(a).

Procedures. The parties hereto agree promptly to notify the ---------- other party seeking indemnification under Section 10.02 (of the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) making of any demand, the assertion of any claimClaim, or the commencement of any suit, action or proceeding (“Claim”) in respect of by any third party for which indemnity may be sought under such Section and will provide this Agreement (an "Indemnity Obligation") prior to expending or committing to expend funds for which indemnity may be sought. The party from whom indemnification is sought (the "Indemnifying Party") shall have the right, but not the obligation, to assume the defense or settlement of any Indemnity Obligation of which the party seeking indemnification (the "Indemnified Party") gives notice; provided, however, that if the Indemnifying Party does not elect to assume such information with respect thereto that defense or settlement, the Indemnified Party shall have the right, but not the obligation, to assume such defense or settlement but shall not thereby waive any right to indemnity therefor by the Indemnifying Party may reasonably request. The failure pursuant to so notify this Agreement, and the Indemnifying Party shall not relieve at all times have the Indemnifying Party of right, at its obligations hereunderoption and expense, except to participate fully therein. Each party shall have reasonable access to the extent such failure books, records and personnel in the possession or control of the other party which are pertinent to the defense or settlement of any Indemnity Obligation. The parties shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate cooperate in the defense or settlement of any Claim asserted by any third Indemnity Obligation, but the party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled electing to assume such defense or settlement shall have full authority to determine all action to be taken with respect thereto and the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control terms of the defense of any Third Party Claim in accordance with settlement; provided, however, that without the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which Party, no settlement shall not be unreasonably withheld, delayed or conditioned) before entering entered into any settlement of such Third Party Claim, but only if the settlement that does not include as an unconditional term thereof the giving by the Person asserting such Claims of an unconditional release of the Indemnified Party from all liabilities and obligations personal liability with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 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 therewithClaim. The Indemnified Party shall keep may join the Indemnifying Party fully informed in any suit, action or proceeding to which any such right of the defense of any Third Party Claim conducted indemnity created by such Indemnified Party. d. Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, this Agreement would or from any other Person alleged to be responsiblemight apply, for the purpose of enforcing any Damages payable under Section 10.02such right.

Procedures. The party seeking indemnification under Partiesʼ respective obligations in this Section 10.02 9 (Third-Party Claims) are conditioned on: (a) the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide Parties giving the Indemnifying Party such information prompt written notice of the Claim, except that the failure to provide prompt notice will only limit the indemnification obligations to the extent the Indemnifying Party is prejudiced by the delay or failure; (b) the Indemnifying Party being given full and complete control over the defense and settlement of the Claim; and (c) the relevant Indemnified Parties providing assistance in connection with respect thereto that the defense and settlement of the Claim, as the Indemnifying Party may reasonably request. The failure Indemnifying Party will indemnify the Indemnified Parties against: (i) all damages, costs, and attorneysʼ fees finally awarded against any of them with respect to so notify any Claim; (ii) all out-of-pocket costs (including reasonable attorneysʼ fees) reasonably incurred by any of them in connection with the defense of the Claim (other than attorneysʼ fees and costs incurred without the Indemnifying Partyʼs consent after it has accepted defense of such Claim); and (iii) all amounts that the Indemnifying Party shall not relieve agreed to pay to any third party in settlement of any Claims arising under this Section 9 (Third-Party Claims) and settled by the Indemnifying Party of or with its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partyapproval. The Indemnifying Party shall have no indemnification obligations with respect not, without the relevant applicable Indemnified Partiesʼ prior written consent, agree to any Third Party Claim that shall be settled by settlement on behalf of such Indemnified Parties which includes either the obligation to pay any amounts, or any admissions of liability, whether civil or criminal, on the part of any of the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedParties. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The (a) In order for a Purchaser Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any third party seeking indemnification under Section 10.02 against the Indemnified Party (the a “Indemnified PartyThird Party Claim”) agrees to give prompt ), such Purchaser Indemnitee shall deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Purchaser Indemnitee of written notice of the assertion Third Party Claim attaching, if applicable, a copy of any claimsuch Third Party Claim. The failure to provide such notice, or the commencement of any suithowever, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide shall not release the Indemnifying Party such information with respect thereto from any of its obligations under this Article IX except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Purchaser Indemnitee against any and all Losses that may reasonably request. The failure result from a Third Party Claim pursuant to so notify the terms of this Agreement, the Indemnifying Party shall not relieve have the right, upon written notice to the Purchaser Indemnitee within ten (10) days of receipt of notice from the Purchaser Indemnitee of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party of its obligations hereunder, except (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and satisfactory to the extent such failure shall have adversely affected the Indemnifying Party. a. Purchaser Indemnitee. The Indemnifying Party shall be entitled liable for the fees and expenses of counsel employed by the Purchaser Indemnitee 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, the Purchaser Indemnitee 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 Purchaser Indemnitee shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of any Claim asserted such counsel shall be at the expense of the Purchaser Indemnitee unless (i) the employment of such counsel shall have been specifically authorized in writing by any third party the Indemnifying Party or (“ii) the named parties to the Third Party Claim”Claim (including any impleaded parties) andinclude both the Purchaser Indemnitee and the Indemnifying Party, subject and the Purchaser Indemnitee reasonably determines that representation by counsel to the limitations set forth in this Section, shall be entitled to assume Indemnifying Party of both the control Indemnifying Party and such Purchaser Indemnitee may present such counsel with a conflict of and appoint lead counsel for such defense, in each case at its expense. b. interest. If the Indemnifying Party shall assume the control of assumes the defense of any Third Party Claim in accordance Claim, the Purchaser Indemnitee shall, at the Indemnifying Party’s expense, cooperate with the provisions Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Purchaser Indemnitee’s possession or under its control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of this Section 10.03any Third Party Claim, the Indemnifying Party shall obtain not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheldPurchaser Indemnitee, delayed or conditioned) before entering enter into any settlement or compromise or consent to the entry of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations any judgment with respect to such Third Party Claim if such settlement, compromise or if judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the settlement claimant or plaintiff of the Purchaser Indemnitee from all liability in respect of such Third Party Claim or (iii) imposes injunctive equitable remedies or any obligation on the Purchaser Indemnitee other equitable relief against than solely the Indemnified payment of money damages for which the Purchaser Indemnitee 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 Losses in connection therewith, as and when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party, and the Indemnified . (d) No Indemnifying Party shall be entitled to participate require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by a Purchaser Indemnitee. (e) Notwithstanding the provisions of Section 9.3(b), each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in the defense which an action in respect of such a Third Party Claim is brought against any Purchaser Indemnitee for purposes of any claim that a Purchaser Indemnitee may have under this Agreement with respect to such action or the matters alleged therein and agrees that process may be served on the Indemnifying Party with respect to employ separate counsel such claim anywhere. (f) In the event any Purchaser Indemnitee 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 Purchaser Indemnitee, the Purchaser Indemnitee 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 choice for obligations under this Article IX except to the extent that the Indemnifying Party is materially prejudiced by such purpose. The fees failure and expenses shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Purchaser Indemnitee or otherwise than pursuant to this Article IX. (g) If the Indemnifying Party does not notify the Purchaser Indemnitee within ten (10) days following the Indemnifying Party’s receipt of an Indemnification Claim that the Indemnifying Party disputes its liability thereunder, the claim specified in such separate counsel Indemnification Claim shall be conclusively deemed a liability of the Indemnifying Party hereunder and shall be paid upon demand of the Purchaser Indemnitee by the Indemnifying Party or by the Escrow Agent pursuant to the Escrow Agreement, as applicable. 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 in the Indemnification Claim, such lesser amount shall be conclusively deemed a liability of the Indemnifying Party hereunder and shall be paid upon demand of the Purchaser Indemnitee by the Indemnifying Party or by Escrow Agent pursuant to the Escrow Agreement, as applicable, without prejudice to or waiver of the Indemnified Party’s claim for the difference. The If the Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by notifies the Indemnified Party without the prior written consent of Purchaser Indemnitee in writing within ten (10) days following the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution ’s receipt of any Third Party an Indemnification 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 Indemnified Party shall keep that the Indemnifying Party fully informed disputes all or a portion of its liability thereunder, either party may seek to resolve the defense matter in accordance with the terms of any Third Party Claim conducted by such Indemnified PartySection 10.12 hereof; provided however, that the fourteen (14) day period referred to in Section 10.12(b) shall be reduced to five (5) days. d. 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 10.02.

Procedures. The Each party seeking entitled to indemnification under this Section 10.02 2.4 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement unless the failure to the extent give such failure shall have adversely affected the notice is materially prejudicial to an Indemnifying Party. a. The 's ability to defend such action and provided further, that the Indemnifying Party shall be entitled not assume the defense for matters as to participate which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim or litigation, subject shall, except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed judgment or conditioned) before entering enter into any settlement of such Third Party Claim, but only if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liabilities and obligations with liability in respect to such Third Party Claim claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedlitigation. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. (a) The party seeking indemnification under Section 10.02 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected materially prejudiced the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.0311.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. (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 . (e) Each Indemnified Party shall keep 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 fully informed 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 defense value of any Third the benefit to the Indemnified Party Claim conducted by such of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. d. (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 10.0211.02.

Procedures. The Each party seeking entitled to indemnification under this Section 10.02 4.8 (the “"Indemnified Party”") agrees to give prompt shall given written notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of claim as to which indemnity indemnify may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement unless the failure to the extent give such failure shall have adversely affected the notice is materially prejudicial to an Indemnifying Party. a. The Indemnifying Party shall be entitled 's ability to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) anddefend such action and provided further, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If that the Indemnifying Party shall not assume the control defense for matters as to which there is conflict of interest or separate and different defenses. No Indemnifying Party, in the defense defenses of any Third Party Claim in accordance such claim or litigation, shall, except with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the each Indemnified Party (which shall not be unreasonably withheldParty, delayed consent to entry of any judgment or conditioned) before entering enter into any settlement of such Third Party Claim, but only if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liabilities and obligations with liability in respect to such Third Party Claim claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditionedlitigation. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The party seeking (a) If any Person entitled to seek indemnification under Section 10.02 this Agreement (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any Third-Party Claim against such Indemnified Party with respect to give prompt notice to which the party Person against whom indemnity or which such indemnification is being sought (the an “Indemnifying Party”) is obligated to provide indemnification under this Agreement, the Indemnified Party will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) days after receipt of such notice of such Third-Party Claim. Such notice by the Indemnified Party will include a copy of the notice of the assertion of any claim, or the commencement of any suitsuch Third-Party Claim (to the extent available) and describe the basis for the Indemnified Party’s good faith belief that it is entitled to indemnification hereunder, action and indicate the estimated amount, if reasonably estimable, of the Damages that have been or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide sustained by the Indemnified Party. In the event of a Third Party Claim, the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall will be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) thereof and, if it so chooses, assume control of the defense thereof (subject to the limitations set forth in this Section, shall be entitled Article IX) by giving to the Indemnified Party written notice within twenty (20) days after receipt of the notice contemplated in the preceding sentence of its intention to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if and the settlement does Indemnifying Party will not release be liable for any legal expenses (subject to the limitations set forth in Article IX) subsequently incurred by the Indemnified Party from all liabilities and obligations in connection with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Partydefense thereof; provided, and however, that the Indemnified Party shall be entitled to may participate in the defense of such Third Party Claim and to employ separate with its own counsel of at its choice for such purposeown expense. The fees Indemnified Party may take any actions reasonably necessary to defend such Third-Party Claim prior to the time that it receives notice from the Indemnifying Party as contemplated in the preceding sentence. If the Indemnifying Party does not elect to assume control of the defense of such Third Party Claim, the Indemnified Party may assume and control its own defense without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification hereunder, and the Indemnifying Party will be liable for all reasonable costs and expenses (including legal expenses) paid or incurred by the Indemnified Party in conducting such defense if the Indemnified Party is entitled to indemnification hereunder; provided, however, that the Indemnifying Party shall not be liable for the costs and expenses of more than one counsel for all Indemnified Parties. (b) Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third-Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or which provides for injunctive or other non-monetary relief applicable to the Indemnified Party, or which involves any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party, or does not include a complete and unconditional release of all Indemnified Parties. The Indemnified Party shall not settle a Third Party Claim without obtaining the consent of the Indemnifying Party (such separate counsel consent not to be unreasonably withheld, conditioned or delayed) and any such settlement without the Indemnifying Party’s consent shall be paid deemed a waiver of the Indemnified Party’s right to indemnification hereunder with respect to such Third Party Claim. The Indemnified Party will provide the Indemnifying Party with reasonable access during normal business hours to books, records and employees of the Indemnified Party necessary in connection with the Indemnifying Party’s control of or participation in the defense of any Third-Party Claim which is the subject of a claim for indemnification by an Indemnified Party hereunder. (c) Any claim by an Indemnified Party on account of Damages that does not result from a Third-Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail the basis for the Indemnified Party’s good faith belief that it is entitled to indemnification hereunder, and indicate the estimated amount, if reasonably estimable, of the Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) days within which to respond in writing to such Direct Claim. If the Indemnifying Party objects to such Direct Claim it shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by give the Indemnified Party without prompt written notice thereof (such notice to describe, in reasonable detail, the prior written consent of reasons for the Indemnifying Party’s good faith belief that it is not required to provide indemnification hereunder). If the Indemnifying Party does not so respond within such twenty (20) day period, which consent the Indemnifying Party will be deemed to have accepted such claim. In the event that the Indemnifying Party objects to any Direct Claim, the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. In the event that the Indemnifying Party accepts or is deemed to have accepted any Direct Claim, it shall not be unreasonably withheld, delayed or conditioned. 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 promptly pay or cause to be furnished paid all amounts arising out of such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. The Indemnified Party shall keep Direct Claim to the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. Each Indemnified Party (d) A failure to give timely notice as provided in Section 9.4(a), Section 9.4(b) or Section 9.4(c) will not affect the rights or obligations of any party hereunder, except and only to the extent that, as a result of such failure, any party which was entitled to receive such notice was materially prejudiced as a result of such failure. (e) Any amounts to be paid by the Seller Indemnifying Parties in respect of indemnification obligations pursuant to Section 9.2(a) shall use reasonable efforts be made from the Escrow Account pursuant to collect the Escrow Agreement; provided that, from and after depletion of the Escrow Account, any amounts available under insurance coverage, or from any other Person alleged to be responsiblepaid by the Seller Indemnifying Parties in respect of indemnification obligations under (x) Section 9.2(a)(i) solely in respect of any breach or inaccuracy of any Fundamental Representation, for (y) Section 9.2(a)(ii) solely in respect of any Damages payable under breach of Section 10.025.4(b), and (z) Section 9.2(a)(iii), shall be paid directly by the Seller or Parent by wire transfer of immediately available funds to an account designated by Purchaser.

Procedures. The party (a) If there occurs an event which a Party asserts is an indemnifiable event pursuant to Section 8.2 or Section 8.3, the Party seeking indemnification under Section 10.02 (the “Indemnified Party”) agrees shall notify the other Party obligated to give prompt notice to the party against whom indemnity is sought provide indemnification (the “Indemnifying Party”) promptly in writing specifying the facts, to the extent known, constituting the basis for such claim and the amount, to the extent known, of the assertion of claim asserted. If such event involves (a) any claim, Person other than a Party or (b) the commencement of any suit, action Action by any Person other than a Party (any such claim or proceeding (Action being hereinafter referred to as a “Third Party Claim”) in respect of which indemnity may be sought under ), the Indemnified Party shall give such Section and will provide the Indemnifying Party prompt written notice of such information with respect thereto Third Party Claim which identifies such claim as a Third Party Claim, specifies the facts constituting the basis of such Third Party Claim and the amount, to the extent known, of such Third Party Claim; provided, however, that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder, except hereunder only to the extent that such failure shall have adversely affected prejudices the Indemnifying Party. a. Party hereunder. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“such Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled Claim and to assume the control of and appoint lead defense thereof with counsel for such defense, in each case at its expense. b. If selected by the Indemnifying Party. After notice from the Indemnifying Party shall to the Indemnified Party that the Indemnifying Party has elected to assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03Claim, the Indemnifying Party shall obtain not be liable for any legal, investigative or other fees or expenses subsequently incurred by the prior Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel 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; provided that (i) if in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party or (ii) a claim involves an allegation of violation of criminal law, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such Indemnified Party in connection with such defense to the extent such fees and expenses relate to a claim subject to a conflict of interest or defense of a claim based on an allegation of a violation of criminal law, but in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one such additional counsel in any action or series of related actions. In the event a claim involves an allegation of a violation of criminal law, the Parties shall enter into a joint defense agreement in form and substance reasonably acceptable to the Parties. Subject to bona fide concerns regarding attorney- client privilege, the Indemnifying Party and the Indemnified Party agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such Third Party Claim, including providing access to any relevant books and records, properties and Representatives. If the Indemnifying Party assumes the defense of a Third Party Claim, no settlement or compromise thereof may be effected (A) by the Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed) before entering into unless (x) there is no finding or admission of any settlement violation of Law or any violation of the rights of any Person by any Indemnified Party and all Indemnified Parties are expressly and unconditionally released from any Liability related to such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Partyprejudice, and the Indemnified Party shall be entitled to participate (y) all relief provided is paid or satisfied in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid full by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled or (B) by the Indemnified Party without the prior written consent of the Indemnifying Party. If the Indemnifying Party elects not to assume the defense of a Third Party Claim, the Indemnified Party shall defend such Third Party Claim with counsel selected by the Indemnified Party, which is reasonably acceptable to the Indemnifying Party, and the Indemnifying Party shall bear the reasonable fees and expenses of such counsel. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed or conditionedby the Indemnifying Party. In no event shall an Indemnifying Party be liable for any settlement effected without its written consent. c. Each party shall cooperate(b) In addition to, and cause their respective Affiliates notwithstanding any other provisions relating to cooperateThird Party Claims set forth elsewhere in this Section 8.4, any Remedial Action relating to any Seller Environmental Liabilities shall additionally be governed by the procedures set forth in this Section 8.4(b). The Seller shall have the defense or prosecution right, at its option, to undertake sole and exclusive control over all aspects of any Third Party Claim such Remedial Action (including retention of consultants, selection of remedial measures and negotiations and agreements with interested government agencies and third parties). In connection therewith, the Buyer agrees to provide the Seller with reasonable access to the subject facility (and to relevant documents and personnel) for purposes of conducting any Remedial Action to the extent that such access is within the control or possession of the Buyer. The Parties shall furnish or cause keep one another apprised of major developments relating to be furnished such recordsmatter and shall, information and testimonysubject to applicable legal privileges, make all final reports, filings, and attend other documents relating to such conferencesmatter available for inspection by one another upon request. Without limiting the generally of the foregoing, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. The Indemnified Party (i) the Sellers shall keep the Indemnifying Party fully Buyer reasonably informed as to all aspects of the defense Remedial Actions, including all discussions and communications with Governmental Authorities, and (ii) the Buyer shall be permitted to review and comment on all material submissions proposed to be made by the Seller to any conferences with Governmental Authority prior to their submission and to participate in all material meetings and conferences with Governmental Authority relating to such Remedial Action, Environmental Liability and the Seller agrees to take into account all reasonable requests of the Buyer. Any costs incurred by the Buyer relating to oversight of activities undertaken hereunder by the Seller shall not be subject to indemnification hereunder. The Seller shall have no obligation to undertake any Remedial Action, or provide indemnification with respect thereto, unless, and then only to the extent that, Remedial Action is required by Environmental Laws, based upon continued industrial use of, and the current physical configuration (i.e., the existing “footprint”) of, the Facility. Additionally, the Seller shall have no obligation to undertake any Remedial Action, or provide indemnification with respect to any Seller Environmental Liability, in respect of any Third Party Claim matter which is identified through environmental sampling and analysis conducted, or reports to Governmental Authorities occurring, after the Closing Date, unless such sampling and analysis, or such reporting, is required by Environmental Laws. The Buyer agrees, upon request by the Seller, in connection with any Remedial Action conducted hereunder, to accept and facilitate imposition of a deed restriction or other institutional controls on the subject facility; provided that such deed restriction does not materially restrict or impair the industrial activities conducted by such Indemnified Partythe Buyer at the subject facility. Any obligation of the Seller to conduct any Remedial Action, or provide indemnification with respect thereto, shall be deemed satisfied upon completion of a Remedial Action in a manner that attains minimum clean-up standards (including risk-based standards as applicable) acceptable to applicable Governmental Authorities and satisfying applicable Environmental Laws. The Parties agree to reasonably cooperate with one another in connection with any matter governed hereunder and to generally conduct themselves in a cost effective manner with respect thereto. d. Each Indemnified Party (c) The Parties shall use reasonable efforts retain all of the books and records in their respective possession that pertain to collect any amounts available under insurance coveragea pending claim for indemnification until such claims is finally resolved by a final, nonappealable order of a court of competent jurisdiction or from any other Person alleged to be responsible, for any Damages payable under Section 10.02by the entry by the Parties into a settlement agreement.

Procedures. (a) The party seeking indemnification under Section 10.02 8.08 or 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected materially prejudiced the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“"Third Party Claim”") and, subject to the limitations set forth in this SectionSection 11.03, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.0311.03(c), (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities Claim and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. c. (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 Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.

Procedures. The (a) Subject to the provisions of Section 10.04, the party seeking indemnification under Section 10.02 (the “Indemnified Party”) agrees to give reasonably prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section 10.02 and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The parties hereby acknowledge and agree that except with respect to matters arising under Section 10.02(b), the failure by any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement except to the extent that such Indemnifying Party is prejudiced as a result of such failure shall have adversely affected the Indemnifying Partyto give notice. a. The (b) Subject to Section 10.04, the Indemnifying Party shall be entitled to participate in the defense of of, investigation of, corrective action or any Remedial Action required to be undertaken in response to, any Claim asserted by a third party, including any third party Governmental Authority (“Third Party Claim”) and, subject to the limitations set forth in this SectionSection or Section 10.04, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expenseexpense subject to the deductible and maximum liability (as and if applicable) described in Section 10.02. b. (c) If the Indemnifying Party shall assume the control and cost of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03or Section 10.04, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only Claim if the settlement does not provide for the unconditional written release of the Indemnified Party from any and all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or any form of relief other equitable relief than monetary against the Indemnified Party, Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The In the event that the Indemnified Party shall in good faith determine that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have no indemnification obligations with respect the right to retain separate legal counsel and participate in the defense, settlement, negotiations or litigation relating to any Third Party Claim such claim at the sole cost of the Indemnifying Party, provided that shall be settled by if the Indemnified Party does so participate, the Indemnified Party shall not settle such claim or litigation without the prior written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld, delayed or conditioned. c. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim (including any counterclaims filed by Sellers or Buyer) and shall provide access to properties and individuals as reasonably requested and 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 Indemnified Party This cooperation shall keep the Indemnifying Party fully informed be provided without cost or expense of the defense other party other than reimbursement of any Third Party Claim conducted by such Indemnified Partyout-of-pocket travel or similar expenses subject to the provisions of Section 10.02. d. (e) Each Indemnified Party shall use commercially 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 10.02.

Procedures. (a) The party seeking indemnification under Article 8 or 9 or Section 10.02 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section or Article and will provide the Indemnifying Party such information with respect thereto that as the Indemnifying Party may reasonably request. The failure so to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected materially prejudiced the Indemnifying Party. a. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“"Third Party Claim”") and, subject to the limitations set forth in this Section, shall be entitled to assume (and at the request of the Indemnifying Party shall) control of and appoint lead counsel for such defense, in each case at its expense. The Indemnified Party shall obtain the written consent of the Indemnifying Party before entering into any settlement of any Third Party Claim. b. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.0311.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, Party and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. d. 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 10.02.