Common use of Procedures Clause in Contracts

Procedures. (a) Any Person that may be entitled to be indemnified under this Article IX (the “Indemnified Party”) shall promptly notify the Party liable (or who may be liable) for such indemnification (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 from any of its obligations under 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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party Claim.

Procedures. (a) Any Person that may be entitled to be indemnified indemnification under this Article IX Agreement (the an “Indemnified Party”) shall promptly notify give written notice to the Party liable Person obligated to indemnify it (or who may be liable) for such indemnification (the an “Indemnifying Party”) in writing with reasonable promptness upon becoming aware of any claim or other facts upon which a claim for indemnification will or a possible is reasonably likely to be based; the notice shall set forth such information with respect thereto as is then reasonably available to the Indemnified Party. The Indemnifying Party shall have the right to undertake the defense of any such claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim asserted by a third party against with counsel reasonably satisfactory to the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 from any of its obligations under 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 cooperate 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 Claimmake available all records, the Indemnified Party shall have the right to employ one separate co-counsel materials 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 witnesses reasonably requested by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with therewith at the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by Indemnifying Party’s expense. If 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 shall have assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity claim with counsel reasonably satisfactory to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled liable to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual for any legal or potential liability with respect to the Third-Party Claim and other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party irrevocably waives in connection with the defense thereof. The Indemnifying Party shall not be liable for any rights it may have claim settled without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall obtain the written consent of the Indemnified Party prior to indemnification under this Article IX with respect ceasing to such Third-defend, settling or otherwise disposing of any claim. In no event shall the indemnifying Party Claimwithout notice to the other Party, institute, settle or otherwise resolve any claim or potential claim, action or proceeding.

Procedures. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a) Any Person that may be entitled to be indemnified under this Article IX (the a “Indemnified PartyThird Party Claim”) shall promptly notify the Party liable (or who may be liable) for such indemnification (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 which the Indemnifying Party from is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt 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 give such prompt written notice shall not, however, relieve the Indemnifying Party of its obligations under this Article IXindemnification obligations, except and only to the extent that the Indemnifying Party suffers actual loss forfeits rights or prejudice as a result defenses by reason of such failure or delay. (b) The Indemnifying failure. Such notice by the Indemnified Party shall respond promptly to any claim for indemnification describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party, 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 the right to employ one separate co-counsel and participate in, or by giving written notice 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 to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party and shall cooperate in good faith in such defense; provided, that if the Indemnifying Party in connection with is Seller, such Indemnifying Party shall not have the right to defend or direct 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) any such Third-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; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other the event not set forth in the preceding sentence, in the circumstances where that the Indemnifying Party has assumed assumes the defense of the relevant Third-any Third Party Claim, subject to Section 8.05(b), it shall have the Indemnifying right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party shall allow Claim in the name and on behalf of the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Party. The Indemnified Party shall be entitled have the right to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-any Third Party Claim with its own 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 its own expense. Each 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 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 shallthat cannot be waived, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed shall be liable for the defense reasonable fees and control expenses of a Third-Party Claim, it shall not be authorized counsel to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments in each jurisdiction for which the Indemnified Party determines counsel is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party)required. For the avoidance of doubt, If the Indemnifying Party shall have no obligation elects not to compromise or right defend such Third Party Claim, fails to obtain promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or agree fails to any settlementdiligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, discharge or release with respect to any portion of a Third-defend such Third Party Claim that is not fully indemnifiable by the Indemnifying Party hereunder. Whether and seek indemnification for any and all Losses based upon, arising from or not the Indemnifying Party assumes the defense of a Third-relating to such 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, . Seller and Buyer shall cooperate 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume each other in all reasonable respects in connection with the defense of any Third-Third Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect Claim, including making available records relating to the Third-such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the Indemnified Party irrevocably waives any rights it defending party, management employees of the non-defending party as may have to indemnification under this Article IX with respect to be reasonably necessary for the preparation of the defense of such Third-Third Party Claim.

Procedures. (a) Any Person that may be entitled to be indemnified The party seeking indemnification under this Article IX Section 11.02 hereof (the “Indemnified Party”) shall promptly notify agrees to give reasonably prompt written notice to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “Indemnifying Party”) in writing upon becoming aware of a claim the assertion of any claim, or a possible claim against the commencement of any suit, action or proceeding (each, an Indemnified Party “Action”) in respect of which indemnity may be sought under Section 11.02 hereof and will provide the Indemnifying Party such Indemnified information with respect thereto that the Indemnifying Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts reasonably request. The parties hereby acknowledge and 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 agree that the failure by any Indemnified Party to provide such give notice as provided herein shall not release relieve the Indemnifying Party from any of its obligations indemnification obligation under this Article IX, Agreement except to the extent that (i) such failure results in a failure of actual notice to the Indemnifying Party suffers actual loss or prejudice and (ii) such Indemnifying Party is prejudiced as a result of such failure or delayto give notice. (b) The Indemnifying Party shall respond promptly be entitled to participate in the defense of, investigation of, or corrective action required to be undertaken in response to, any claim Action asserted by a third party, including any Governmental Authority (a “Third Party Action”) and, subject to the limitations set forth in this Section 11.03 or in Section 11.04 hereof, shall be entitled to control and appoint lead counsel for indemnification such defense, in each case at its own expense subject to the “basket” and “cap”, if applicable, as described in Section 11.02 hereof. (c) If the Indemnifying Party shall assume the control and cost of the defense of any Third Party Action in accordance with the provisions of this Section 11.03 or of Section 11.04 hereof, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, before entering into any settlement of such Third Party 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 Action or if the settlement imposes any form of relief other than monetary against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Action and to employ separate legal counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party, andsubject to the “basket” and “cap”, if applicable, as described in Section 11.02 hereof. In the event of any dispute in respect of a claim for indemnification, the Indemnifying Party and that the Indemnified Party shall negotiate in good faith determine that the conduct of the defense of any claim subject to resolve such dispute for at least twenty (20) business days after notice indemnification hereunder or any proposed settlement of any such claim and, if not resolved through negotiations, either 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 exercise any and all remedies set forth in this Agreement; provided have available to it one or more defenses or counterclaims that nothing herein shall preclude any Party from seeking performance are inconsistent with one or other equitable relief at any time. (c) Upon receipt more of a notice of a Third-Party Claim for indemnity from an Indemnified Party pursuant those that may be available to Section 9.2 or Section 9.3: (i) The the Indemnifying Party will be entitled, by notice to the Indemnified Party delivered within twenty (20) business days of the receipt of notice in respect 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 Claimclaim or any litigation relating thereto, the Indemnified Party shall have the right at all times to employ one separate co-counsel take over and assume control over the defense, settlement, negotiations or litigation relating to participate in any such claim at the defense as counsel sole cost of recordthe Indemnifying Party subject to the “basket” and “cap”, if applicable, as described in such ProceedingSection 11.02 hereof, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel provided that if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party does so take over 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 assume control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control not settle such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party claim or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim litigation without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (Party, such consent not to be unreasonably withheld, conditioned or delayed). (ivd) Notwithstanding Each party shall cooperate, and cause their respective Affiliates to cooperate, in the foregoingdefense or prosecution of any Third Party Action, including any counterclaims filed by Seller, Parent or Buyer, and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. This cooperation shall be provided without cost or expense of the Indemnifying other party other than reimbursement of out-of-pocket travel or similar expenses subject to Section 11.02 hereof. (e) Each Indemnified Party shall not use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be entitled to assume the defense of responsible, for any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification Damages payable under this Article IX with respect to such Third-Party ClaimSection 11.02 hereof.

Procedures. (a) Any Person that may be entitled to be indemnified The party seeking indemnification under this Article IX Section 12.02 (the “Indemnified Party”) shall promptly notify agrees to give prompt notice to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “Indemnifying Party”) in writing upon becoming aware of a claim the assertion of any claim, or a possible claim against an Indemnified Party the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts Section and 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 will provide such notice shall not release the Indemnifying Party from any 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 under this Article IXhereunder, except to the extent that such failure shall have adversely prejudiced the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delayParty. (b) The Indemnifying Party shall respond promptly be entitled to participate in the defense of any claim for indemnification Claim asserted by the Indemnified Party, any third party (“Third Party Claim”) and, in subject to 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 limitations set forth in this AgreementSection, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that nothing herein Limited Brands or its Affiliates shall preclude any Party from seeking performance or other equitable relief at any timecontrol the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and If the Indemnifying Party shall bear assume the reasonable fees, costs and expenses control 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-any Third Party Claim seeks an injunction or other equitable relief against in accordance with the Indemnified Party; or provisions of this Section 12.03, (Ci) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned or delayed) unless before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (Aii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as a condition to settlement, is given a complete and unconditional release of may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law 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 loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party is fully indemnified under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any to the Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any that mitigation (less the Indemnified Party; and (D’s reasonable costs of mitigation) the settlement of such Third-Party Claim would not have a material impact on the within two Business Days after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that benefit 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 (such consent not to be unreasonably withheld, conditioned or delayed)received. (ivf) Notwithstanding the foregoing, the Indemnifying Each Indemnified Party shall not use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be entitled to assume the defense of responsible, for any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification Damages payable under this Article IX with respect to such Third-Party ClaimSection 12.02.

Procedures. (a) Any Person that may be entitled to be indemnified under this Article IX In case any claim is made, or any suit or action is commenced, against a Party (the “Indemnified Party”) in respect of which indemnification may be sought by it under this Article XVIII, the Indemnified Party shall promptly notify give the other Party liable (or who may be liable) for such indemnification (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall have the right to assume control of and defend, in writing upon becoming aware the name of a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, any claim of which it has received such claim or possible claim notice, by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect giving written notice to the subject matter Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice from the Indemnified Party, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such 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 Indemnified Party. After notice shall not release from the Indemnifying Party from any to such Indemnified Party of its obligations election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Article IXSection 18.3 for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except to the extent that the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delayset forth in Section 18.3(b). (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 the right to employ one separate co-its own counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel at the Indemnifying Party’s expense has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to participate in take charge of the defense as counsel within twenty (20) days after delivery of recordthe applicable notice or, if applicablehaving elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in such Proceeding, and which case the Indemnifying Party shall bear not have 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 right 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) direct the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If action on behalf of the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(cIndemnified Party), in any of which events the attorneys’ fees and expenses of counsel to the Indemnified Party shall be entitled borne by the Indemnifying Party. (c) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to assume settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party hereunder, and control such defense, but (i) the Indemnifying Party may nonetheless participate in settle or compromise any such claim, suit or action solely for the defense payment of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and money damages for which the Indemnified Party shallwill be released and fully indemnified hereunder, and but 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 not agree to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party (to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), conditioned or delayed) unless and (Aii) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 not settle or compromise any liability hereunder such claim, suit or action without the prior written consent of the Indemnifying Party (such Party, which consent shall not to be unreasonably withheld, conditioned withheld and the Indemnifying party will have no obligation to pay the monetary amount of any such settlement or delayed)compromise entered into by the Indemnified Party without the Indemnifying Party’s prior written consent. (ivd) Notwithstanding The Indemnifying Party shall promptly notify the foregoing, Indemnified Party if the Indemnifying Party shall desires not be entitled to assume assume, or participate in the defense of of, any Third-Party Claim if the Indemnified Party is the only Person with actual third party claim, suit or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party Claimaction.

Procedures. (a) Any Person that The parties hereto agree promptly to notify the other party of the making of any demand, the assertion of any claim, or the commencement of any suit, action or proceeding by any third party for which indemnity may be entitled to be indemnified sought under this Article IX (the “Indemnified Party”) shall promptly notify the Party liable (or who may be liable) for such indemnification (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim an "Indemnity Obligation") prior to expending or possible claim by a third committing to expend funds for which indemnity may be sought. The party against from whom indemnification is sought (the Indemnified "Indemnifying Party") shall have the right, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail but not the facts and 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 from any of its obligations under 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 Claimobligation, to assume the defense and control or settlement of such Third-any Indemnity Obligation of which the party seeking indemnification (the "Indemnified Party") gives notice; provided, however, that if the Indemnifying Party Claim (at the expense of such Indemnifying Party). Notwithstanding an election does not elect to assume the such defense of such Third-Party Claimor 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 employ one separate co-counsel and indemnity therefor by the Indemnifying Party pursuant to participate in the defense as counsel of record, if applicable, in such Proceedingthis Agreement, and the Indemnifying Party shall bear at all times have the right, at its option and expense, to participate fully therein. Each party shall have reasonable feesaccess to the books, costs records and expenses 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 cooperate in the defense or settlement of any Indemnity Obligation, but the party electing to assume such separate counsel if (A) there exists a conflict defense or settlement shall have full authority to determine all action to be taken with respect thereto and the terms of interestthe settlement; provided, as advised by outside counsel for however, that without the consent of the Indemnified Party, between no settlement shall be entered into 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 and from all personal liability with respect to such claim. The Indemnified Party may join the Indemnifying Party in connection with the defense of the Third-Party Claimany suit, that would make representation by the same counsel action 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 proceeding to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to which any such Third-Party Claimsright of indemnity created by this Agreement would or might apply, and provide true, complete and correct copies for the purpose of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of enforcing 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)right. (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party Claim.

Procedures. (a) Any Person that may be Each party entitled to be indemnified indemnification under this Article IX Agreement (the “each, an "Indemnified Party”") shall promptly notify give notice to the Party liable (or who may be liable) for such party required to provide indemnification (the “"Indemnifying Party”") in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may seek indemnity pursuant be sought, and shall permit the Indemnifying Party to this Agreement (including a claim or possible claim by a third party against assume the Indemnified Party, defense of any such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 counsel for the Indemnifying Party from any of its obligations under this Article IXParty, except to who shall conduct the extent that the Indemnifying Party suffers actual loss or prejudice as a result defense of such failure or delay. (b) The Indemnifying Party Claim, shall respond promptly to any claim for indemnification be approved by the Indemnified PartyParty (whose approval shall not unreasonably be withheld), and, and the Indemnified Party may participate in such defense at such party's expense (unless the event Indemnified Party shall have reasonably concluded that there may be a conflict of any dispute in respect of a claim for indemnification, interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall 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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For , and provided further that the avoidance failure of doubt, any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that is not fully indemnifiable by its obligations under this Agreement unless the Indemnifying Party hereunderis materially prejudiced thereby. Whether No Indemnifying Party, in the investigation or not the Indemnifying Party assumes the defense of a Third-Party Claimany such Claim shall, no except with the consent of each Indemnified Party will admit any Liability(which consent shall not be unreasonably withheld or delayed), or consent to the entry of any judgment or enter into any settlement or compromise, with compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to a Third-such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim for which the in question as an Indemnifying Party may have any liability hereunder without reasonably request in writing and as shall be reasonably required in connection with the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the investigation and defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party Claim.

Procedures. (a) Any Person that may be Each party entitled to be indemnified indemnification under this Article IX Agreement (the “each, an "Indemnified Party”") shall promptly notify give notice to the Party liable (or who may be liable) for such party required to provide indemnification (the “"Indemnifying Party”") in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Partybe sought, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 permit the Indemnifying Party from to assume the defense of any of its obligations under this Article IXsuch Claim; provided, except to the extent that counsel for the Indemnifying Party suffers actual loss or prejudice as a result Party, who shall conduct the defense of such failure or delay. (b) The Indemnifying Party Claim, shall respond promptly to any claim for indemnification be approved by the Indemnified PartyParty (whose approval shall not unreasonably be withheld), and, and the Indemnified Party may participate in such defense at such party's expense (unless the event Indemnified Party shall have reasonably concluded that there may be a conflict of any dispute in respect of a claim for indemnification, interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall 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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For , and provided further, that the avoidance failure of doubt, any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that is not fully indemnifiable by its obligations under this Agreement unless the Indemnifying Party hereunderis materially prejudiced thereby. Whether No Indemnifying Party, in the investigation or not the Indemnifying Party assumes the defense of a Third-Party Claimany such Claim shall, no except with the consent of each Indemnified Party will admit any LiabilityParty, or consent to the entry of any judgment or enter into any settlement or compromise, with compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to a Third-such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim for which the in question as an Indemnifying Party may have any liability hereunder without reasonably request in writing and as shall be reasonably required in connection with the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the investigation and defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party Claim.

Procedures. (a) Any Person that may be Each party entitled to be indemnified indemnification under this Article IX Section 2.6 (the “"Indemnified Party”") shall promptly notify give notice to the Party liable (or who may be liable) for such party required to provide indemnification (the “"Indemnifying Party”") in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may seek indemnity pursuant be sought, and shall permit the Indemnifying Party to this Agreement (including a claim or possible claim by a third party against assume the Indemnified Party, defense of any such claim or possible claim by a third party being a “Third-Party Claim”)any litigation resulting therefrom, describing in reasonable detail provided that counsel for the facts and circumstances with respect to Indemnifying Party, who shall conduct the subject matter defense of such claim or demand litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Covered Losses incurred or suffered as a result thereof Indemnified Party may participate in such defense at such party's expense, and providing all material documents reflecting or evidencing the basis for such claim; provided further that the failure of any Indemnified Party to provide such give notice as provided herein shall not release relieve the Indemnifying Party from any of its obligations under this Article IXAgreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, except to the extent that the Indemnifying Party 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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense for matters as to which there is a conflict of interest or separate and control of any Third-Party Claim pursuant to this Section 9.4(c)different defenses. No Indemnifying Party, the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claimsuch claim or litigation, including by furnishing books and recordsshall, 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 except with the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the each Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 which does not include as an unconditional term thereof the giving by the claimant or compromise, with respect plaintiff to a Third-Party Claim for which the Indemnifying Party may have any liability hereunder without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential of a release from all liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with in respect to such Third-Party Claimclaim or litigation.

Procedures. (a) Any Person that may be entitled to be indemnified seeking indemnification under this Article IX Section 6.2 (the “"Indemnified Party”") shall promptly notify agrees to give prompt written notice to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “"Indemnifying Party”") in writing upon becoming aware of the assertion of any claim that does not involve a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Third Party Claim”), describing which notice shall describe in reasonable detail the facts nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and circumstances 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 subject matter nature of such claim or demand the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the Covered Losses incurred or suffered as a result thereof and providing all material documents reflecting or evidencing basis of the basis Indemnified Party's request for such claimindemnification under this Agreement; provided that the any failure to provide timely give such notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article IX, 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 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 Any Indemnifying Party may, and at the request of a notice the Indemnified Party shall, participate in and control the defense of a Third-the 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 with counsel of its choice reasonably satisfactory 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 The Indemnified Party shall have the right to employ one separate co-counsel in any such action and to participate in the defense as counsel of recordthereof, if applicable, in such Proceeding, and but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such separate counsel if (A) there exists a conflict shall be at the expense of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) 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 failed to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-employ counsel or failed to diligently prosecute or settle the Third Party Claim pursuant or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to this Section 9.4(c)the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party shall be entitled agrees to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim cooperate with its own counsel and at its own expense. Each of the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnified Indemnifying Party shallelects 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 shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of its Subsidiarieswhich indemnity may be sought hereunder, as applicable, to restrict or prohibit the provision of such information (provided that such the Indemnifying Party shall use its will give the Indemnified Party 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 prior written notice of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a proposed settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (and will not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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-any Third Party Claim for which the Indemnifying Party may have any liability hereunder without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. (d) If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not to be unreasonably withheld. The Indemnifying Party may participate in, conditioned but not control, any defense or delayed)settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (ive) Notwithstanding the foregoingother provisions of this Section 6.3, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 6.3 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be entitled required to assume bear the defense costs and expenses of any Third-Party Claim if the Indemnified Party is Party's defense pursuant to this Section 6.3 or of the only Person with actual or potential liability with respect to Indemnifying Party's participation therein at the Third-Party Claim Indemnified Party's request, and the Indemnified Party irrevocably waives shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. (f) After it has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable to the Indemnified Party under this Section 6, the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party. (g) In the event 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 rights it may have Third Party Claim related to a Pre-Closing Contingent Liability shall be deemed joint) or in which the entitlement to indemnification under this Article IX Section 6 has not been determined, the Partnership and the Contributor shall cooperate in the joint defense of such Third Party Claim and shall offer to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such matter. Such joint defense shall be under the general management and supervision of the party which is expected to bear the greater share of the liability, unless otherwise agreed; provided, however, that neither party shall settle or compromise any such joint defense matter without the consent of the other, which consent shall not be unreasonably withheld or delayed. Any uninsured costs of such joint defense shall be borne as the parties may agree, provided, however, that in the absence of such agreement, the defense costs shall be borne by the party incurring such costs; provided, further, that, if it is determined that one party was entitled to indemnification under this Section 6, the other party shall reimburse the party entitled to indemnification for all of its costs incurred in connection with respect to such Third-Party Claimdefense.

Procedures. (a) Any Person that may In order for an Indemnified Party to be entitled to be indemnified any indemnification provided for under this Article IX (the “Sections 7.3, 10.2 and 10.3, such Indemnified Party”) Party shall promptly notify the Party liable (or who may be liable) for such indemnification (the “Indemnifying Party”) in writing upon becoming aware deliver written notice of a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant for indemnification with reasonable promptness to this Agreement (including a claim or possible claim by a third party against the Indemnified Indemnifying Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing which notice shall describe in reasonable detail the facts and circumstances with respect nature of the claim, an estimate of the amount of damages attributable to such claim to the subject matter of such claim or demand extent feasible and the Covered Losses incurred or suffered as a result thereof and providing all material documents reflecting or evidencing basis of the basis Indemnified Party's request for such claimindemnification hereunder; provided that the any failure to provide timely give such notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article IX, 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 suffers actual loss or prejudice as a result of disputes its liability with respect to 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 indemnificationclaim, the Indemnifying Party and the Indemnified Party shall negotiate proceed in good faith to resolve negotiate a resolution of 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 initiate a judicial proceeding in accordance with the conditions set forth in this AgreementSections 11.10, 11.13 and 11.14. (b) If an Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under Section 10.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to such Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification hereunder; provided that nothing herein any failure to timely give such notice shall preclude not relieve the Indemnifying Party of any Party from seeking performance of its obligations under this Section 10.6(b) except to the extent that such failure prejudices or other equitable relief at impairs, in any timematerial respect, any of the rights or obligations of the Indemnifying Party. (c) Upon receipt Any Indemnifying Party may, and at the request of a notice the Indemnified Party shall, participate in and control the defense of a Third-the 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 with counsel of its choice reasonably satisfactory 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 The Indemnified Party shall have the right to employ one separate co-counsel in any such action and to participate in the defense as thereof, but the fees and expenses of such counsel shall be at the expense of recordthe Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, if applicable(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 Proceedingcounterclaim 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, and litigation or proceeding in respect of which indemnity may be sought hereunder, provided that 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 give the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure prior written notice of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a proposed settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (and will not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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-any Third Party Claim for which the Indemnifying Party may have any liability hereunder without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. (d) If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to subparagraph (c) but fails to diligently prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not to be unreasonably withheld. The Indemnifying Party may participate in, conditioned but not control, any defense or delayed)settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (ive) Notwithstanding the foregoingother provisions of this Section 10.7, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 10.7 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be entitled required to assume bear the defense costs and expenses of any Third-Party Claim if the Indemnified Party is Party's defense pursuant to this Section 10.7 or of the only Person with actual or potential liability with respect to Indemnifying Party's participation therein at the Third-Party Claim Indemnified Party's request, and the Indemnified Party irrevocably waives any rights 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 may have has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable to the Indemnified Party under this Section 10, the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Loss within ten Business Days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Loss but only to the extent actually paid or suffered by the Indemnified Party. (g) In the event a Third Party Claim is brought in which the liability as between the Purchaser and an Occidental Party or its Affiliates is alleged to be joint or in which the entitlement to indemnification under this Article IX Section 10 has not been determined, the Purchaser and the appropriate Occidental entity shall cooperate in the joint defense of such Third Party Claim and shall offer to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such matter. Such joint defense shall be under the general management and supervision of the Party which is expected to bear the greater share of the liability, unless otherwise agreed; provided, however, that no Party shall 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 indemnification under this Section 10, the other Parties shall reimburse the Party entitled to indemnification for all of its costs incurred in connection with respect to such Third-Party Claimdefense.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) Any Person that may be entitled to be indemnified Buyer Indemnitee or Seller Indemnitee claiming indemnification under this Article IX Agreement (the an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification hereunder shall promptly (i) notify the other Party liable (or who may be liable) for such indemnification (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an the Third Party Claim within thirty (30) days of the date on which the Indemnified Party in respect knows or should have known of which such Indemnified the Third Party may seek indemnity pursuant Claim, and (ii) transmit to this Agreement the Indemnifying Party a written notice (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party ClaimClaim Notice”), ) describing in reasonable detail the facts and circumstances nature of the Third Party Claim, a copy of all papers served with respect to the subject matter of such claim or demand (if any), the basis of the Indemnified Party’s request for indemnification under this Agreement and the Covered Losses incurred or suffered as a result thereof and providing all material documents reflecting or evidencing amount of the basis for such claim; provided that the Damages estimated to arise therefrom. Subject to Section 10.01, failure to timely provide such notice Claim Notice shall not release affect the Indemnifying Party from any right of its obligations under this Article IXthe Indemnified Party’s indemnification hereunder, except to the extent that the Indemnifying Party suffers actual loss is materially prejudiced by such delay or prejudice as a result of such failure or delayomission. (b) The Indemnifying Party shall respond promptly have the right to defend any claim for indemnification by the Indemnified Partysuch Third Party Claim, 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 upon notice to the Indemnified Party delivered within twenty fifteen (2015) business days of the receipt of notice a Claim Notice in respect of such Third-Third Party Claim, to assume the defense and control of such Third-Party Claim (thereof at the expense of such Indemnifying Party). Notwithstanding an election to assume the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against and satisfactory to the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Third Party Claim for equitable or injunctive relief or any claim that would impose criminal liability. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period or in accordance with the first sentence of this Section 9.03(b), the Indemnified Party shall have the right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third 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 Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense (but only if the Indemnified Party is actually entitled to indemnification hereunder), cooperate with the only Person with actual or potential liability with respect Indemnifying Party in such defense and, at no cost to the Third-Indemnifying Party, 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 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 irrevocably waives may participate in, but not control, any rights 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 the Indemnified Party knows of the 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 indemnification under the Indemnified Party or otherwise than pursuant to this Article IX 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 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. Buyer and Seller hereby covenant and agree that, to the extent there is a disagreement with respect to a Direct Claim, they shall endeavor to negotiate in good faith to arrive at a resolution of such Third-disagreement. (e) Notwithstanding anything to the contrary contained herein, Seller shall have the sole and absolute right to defend and control the defense of each of the matters set forth on Schedule 4.10, and such right to defend and control shall not be subject to the requirements or limitations otherwise set forth in this Section 10.03 in respect of Third Party ClaimClaims.

Procedures. (a) Any Person that may be entitled to be indemnified under this Article IX A Party (the “"Indemnified Party”") with respect to a Loss or claim or demand for indemnification by any Person against such Party (a "Third Party Claim") shall promptly notify give notice (the "Claim Notice") of such Loss, claim or demand to the Party liable (or who may be liable) for from whom such indemnification Claim is made (the “"Indemnifying Party”") in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against with reasonable promptness after the Indemnified Party's receipt of notice of the Third Party Claim and shall provide the Indemnifying Party with such information in connection therewith as the Indemnifying Party may reasonably request. However, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 give notice of a Claim Notice shall not release the Indemnifying Party from any of its obligations under this Article IX, VII except to the extent that the Indemnifying Party suffers actual loss or prejudice as a result of is materially prejudiced by such failure or delayfailure. (b) The 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 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 entitled to assume the defense of such Third-Third Party Claim, the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection Claim 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; at its own expense (Bwithout reference to any limitations on indemnification hereunder) such Third-Party Claim seeks an injunction or other equitable relief against and satisfactory to the Indemnified Party; or (C) such Third-Party within 15 days of the receipt of the Claim is related to or otherwise arises Notice from the Indemnified Party 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-such Third Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Third Party Claim if the Indemnified Party is the only Person with actual for equitable or potential injunctive relief or any claim that could impose criminal liability with respect to the Third-Party Claim or indemnification and the Indemnified Party irrevocably waives shall be entitled to defend any rights 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 to such counsel. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense, at the reasonable request and expense of the Indemnifying Party, and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party may not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise, or consent to entry of any judgment, if such settlement, compromise or judgment (i) involves a discovery or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party of all liability related to such Third Party Claim, or (iii) impose equitable relief or any obligation on the Indemnified Party other than the payment only of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification with respect to a Loss or claim or demand under this Agreement (a "Direct Claim") shall, with reasonable promptness after becoming aware of the facts giving rise to such Direct Claim, give the Indemnifying Party notice of such Loss or claim or demand and provide the Indemnifying Party with such information regarding such Loss or claim or demand as the Indemnifying Party may reasonably request. The failure to deliver a notice of claim, however, will not release the Indemnifying Party from any of its obligations under this Article VII except to the extent the Indemnifying Party is materially prejudiced by such failure and will not relieve the Indemnifying Party from any other obligation or liability that it may have to indemnification the Indemnified Party or pursuant to the terms of this Article VII. If the Indemnifying Party does not notify the Indemnified Party that it disputes its liability to the Indemnified Party under this Article IX Agreement within 10 days of receiving a notice of claim for a Direct Claim, then the Direct Claim specified by the Indemnified Party in such notice of claim shall be conclusively deemed to be the liability of the Indemnifying Party under this Agreement and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an obligation to indemnify but asserts that it should pay a lesser amount than is claimed by the Indemnified Party, the Indemnifying Party shall promptly pay such lesser amount to the Indemnified Party, without prejudice to or representing a waiver of the Indemnified Party's claim for any deficiency. (d) The Indemnifying Party shall have no right to assert or institute any action against any other Person before an action is instituted or a claim is made by an Indemnified Party against the Indemnifying Party under this Agreement. (e) Notwithstanding Section 9.8, each Indemnifying Party hereby consents to the non- exclusive jurisdiction of any court in respect of any Claim that the Indemnified Party in a Third Party Claim may have against the Indemnifying Party under this Agreement with respect to such Third-action or the matters asserted therein and agrees that process may be served upon each Indemnifying Party Claimin respect of such Claim anywhere.

Procedures. (a) Any Person that may be entitled to be indemnified party seeking indemnification under this Article IX Sections 8.02, 9.02, and 11.02 (the “Indemnified Party”) shall promptly notify give prompt notice to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an the assertion of any Third Party Claim; provided that no delay on the part of the Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 notifying the Indemnifying Party from shall relieve the Indemnifying Party of any of its obligations under this Article IXliability or obligation hereunder, except to the extent that the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delay. (b) has been prejudiced thereby. The Indemnifying Party shall respond promptly to any claim for indemnification by may, and at the request of the Indemnified Partyshall, and, participate in and control the event defense of any dispute in respect of a claim for indemnification, Third Party Claim at its own expense. If 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 assumes 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 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-Third Party Claim, the Indemnifying Party shall allow not be liable under Sections 8.02, 9.02 and 11.02 for any settlement effected by the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with without its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control consent of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-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 . Notwithstanding 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 orforegoing, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that is not fully indemnifiable by the Indemnifying Party hereunder. Whether or not the Indemnifying Party assumes the defense of a Third-Third Party Claim, no Claim and if the Indemnified Party will admit any Liabilitylater 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 consent settle such claim. If the Indemnified Party shall so assume the exclusive right to the entry of any judgment or enter into any settlement or defend, compromise, with respect to a Third-or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party Claim in the defense, compromise or settlement of such claim shall be at the Indemnified Party’s expense and shall not be eligible for which indemnification from the Indemnifying Party may have any liability hereunder without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheldParty, conditioned or delayed). (iv) Notwithstanding the foregoing, but the Indemnifying Party shall not be entitled to assume be indemnified by the Indemnifying Party for the full amount of any other Damages suffered by the Indemnified Party as a result of or arising out of the Third Party Claim. The party controlling the defense of any Third-Party Claim if third party suit, action or proceeding shall keep the Indemnified Party is other party advised of the only Person with actual status of such action, suit or potential liability proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party Claimthereto.

Procedures. The Adimab Indemnitees or Mersana Indemnitees, as the case may be, will (a) Any Person that may be entitled provide the indemnifying Party with prompt written notice of any Third Party Claim giving rise to be indemnified under this Article IX (the “Indemnified Party”) shall promptly notify the Party liable (or who may be liable) for such an indemnification (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Partyobligation hereunder, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 from any of its obligations under 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 permit the indemnifying Party shall respond promptly to assume full responsibility to investigate, prepare for and defend against any claim for indemnification by the Indemnified Partysuch Third Party Claim, 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 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 provide reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate assistance in the defense of such Third-claim at the indemnifying Party’s reasonable expense, and (d) not compromise or settling such Third Party Claim with its own counsel and at its own expense. Each without the indemnifying Party’s advance written consent; provided, however, that no delay on the part of the Indemnifying indemnified Party in notifying the indemnifying Party shall relieve the indemnifying Party from any obligation hereunder unless (and then only to the Indemnified extent that) the indemnifying Party shallis actually prejudiced thereby. Notwithstanding the foregoing, and shall cause each if the indemnifying Party does assume control of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-the Third Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for the indemnifying Party will not agree to any defense settlement of such Third-Third Party Claim, and shall keep such Persons informed of all developments relating Claim or consent 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 judgment 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 respect thereof that does not result in include a complete and unconditional release of the loss of such privilege indemnified Party from all liability with respect thereto or protection). (iii) If that imposes any liability or obligation on the Indemnifying indemnified Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (indemnified Party. If the Parties cannot agree as to be unreasonably withheldthe application of the foregoing Sections 10.1 and 10.2, conditioned or delayed) unless (A) each may conduct separate defenses of the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that is not fully indemnifiable by the Indemnifying Party hereunder. Whether or not the Indemnifying Party assumes the defense of a Third-Third Party Claim, no Indemnified and each Party will admit any Liability, or consent reserves the right to claim indemnity from the entry of any judgment or enter into any settlement or compromise, other in accordance with respect to a Third-Party Claim for which this ARTICLE 10 upon the Indemnifying Party may have any liability hereunder without the prior written consent resolution of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-underlying Third Party Claim.

Procedures. (a) Any Person that may be entitled to be indemnified desiring indemnification under this Article IX VII and entitled thereto (the an “Indemnified Party”) shall shall, promptly notify the Party liable (or who may be liable) for such indemnification (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an Indemnified thereof, give written notice thereof to the Party in respect of which obligated to indemnify such Indemnified Party may seek indemnity pursuant (such notified Party, the “Responsible Party”); provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually prejudiced thereby. Such notice by such Indemnified Party shall state the amount of the claim, if known, and the method of computation thereof, the nature of such claim and a reference to the provision of this Agreement upon which such claim is based, all with reasonable particularity. (including b) If a claim claim, action, suit or possible claim Proceeding by a third party against the Indemnified Party, such claim or possible claim by Person other than a third party being Party hereto (a “Third-Party Claim”)) is made against any Indemnified Party, describing in reasonable detail the facts and circumstances if such Indemnified Party intends to seek indemnification with respect to thereto under this Article VII, such Indemnified Party shall promptly notify the subject matter Responsible Party 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 claimclaims; provided that the failure to provide such notice so notify shall not release relieve the Indemnifying Responsible Party from any of its obligations under this Article IXhereunder, except to the extent that the Indemnifying Responsible Party suffers actual loss or prejudice as a result of such failure or delayis actually prejudiced thereby. (bc) The Indemnifying With respect to any Third-Party Claim, the Responsible Party shall respond promptly have thirty (30) days after receipt of such notice (or such shorter period as an answer or response is required in any Proceeding) to assume the 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 control of the defense as to any claim for matter, and if subject to indemnification under this Article VII, shall pay the reasonable fees and expenses of counsel selected and retained by the Indemnified Party, andin 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 event of any dispute in respect of a claim for indemnification, the Indemnifying Responsible Party and the Indemnified Party shall negotiate in good faith to resolve such dispute for at least twenty Party, or (20iii) 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 with respect to Section 9.2 or Section 9.3: (i) The Indemnifying Party will be entitled, by notice to which the Indemnified Party delivered within twenty 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 (20) business days after taking into account the financial resources of the receipt Responsible Party) to recover under the applicable provisions of notice of such Third-this Article VII (collectively, the “Litigation Control Conditions”). If the Indemnified Party Claim, to assume assumes 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 ClaimClaim because the Third-Party Claim meets one or more of the Litigation Control Conditions, the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense as counsel assume control 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 but shall not thereby waive any right to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim indemnification therefor pursuant to this Section 9.4(c)Agreement; provided, however, that the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the an entry of any judgment arising from, any or settle such Third-Party Claim without the prior written consent of the Indemnified Party (Responsible Party, which shall not to be unreasonably withheld. The Responsible Party shall, conditioned 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 delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of settle any and all Liabilities by all relevant parties to such Third-Party Claim; , provided that (Bi) the damages payable Responsible Party pays in full all monetary amounts due under the settlement, (ii) the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve impose 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 future obligation on the Indemnified Party; , and (Diii) the settlement does not contain any findings of such Third-Party Claim would not have a material impact fact or an admission of liability of guilt on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 part of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed)Indemnified Party. (ivd) Notwithstanding the foregoing, the Indemnifying Any Indemnified Party shall not be entitled to assume cooperate in all reasonable respects with the Responsible Party and its attorneys in the investigation, trial and defense of any Third-Party Claim if and any appeal arising therefrom and, at the expense of the Responsible Party, shall furnish such books, records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Responsible Party and its agents and representatives to, and reasonable retention by the Indemnified Party is of, books, records and information which have been identified by the only Person with actual or potential liability with respect to the Third-Responsible Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect 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 material provided hereunder.

Procedures. (a) Any Person that may be entitled to be indemnified The party seeking indemnification under this Article IX 10 (the “Indemnified Party”) shall promptly notify agrees to give prompt notice in writing to the Party liable (or who may party against whom indemnity is to be liable) for such indemnification sought (the “Indemnifying Party”) in writing upon becoming aware of a the assertion of any claim or a possible claim against an Indemnified Party in respect the commencement of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim any suit, action or possible claim proceeding by a any third party against the Indemnified Party, such claim or possible claim by a third party being (a “Third-Party Claim”), describing ) in respect of which indemnity may be sought under such section. Such notice shall set forth in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand Third-Party Claim 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 indemnification in respect thereof (taking into account the information then available to the Indemnified Party). The failure of the Indemnified Party to provide such notice shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article IXhereunder, except to the extent that such failure has prejudiced the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delayParty. (b) The Indemnifying Party shall respond promptly shall, subject to any claim for indemnification by the limitations set forth in this Section 10.03, have the right, upon written notice to the Indemnified Party, and, in to assume the event defense 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 at the expense of the Indemnifying Party, with counsel selected by the Indemnifying Party. If the Indemnifying Party will be entitled, by notice does not so elect to assume the Indemnified Party delivered within twenty (20) business days of the receipt of notice defense of such Third-Party Claim, the Indemnified Party shall have the sole right to assume the defense and control of such Third-Party Claim (at Claim. If the expense of such Indemnifying Party). Notwithstanding an election to assume Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense as counsel of recordthereof, if applicable, in such Proceeding, and but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such separate counsel if (A) there exists a conflict shall be at the expense of interest, as advised by outside counsel for the Indemnified Party, between 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 in connection with the defense of the Third-and such Indemnified Party Claim, that would make representation by the same counsel or the would present such 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 a conflict 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 interest under applicable standards of such Third-Party Claim with its own counsel and at its own expenseprofessional conduct. (iic) If the Indemnifying Party does not assume assumes the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party ClaimClaim in accordance with the provisions of this Section 10.03, including by furnishing books and recordsthe Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, personnel and witnesses, as appropriate for delayed or conditioned) before entering into any defense settlement of such Third-Party Claim, if the settlement (A) does not release the Indemnified Party and shall keep such Persons informed of its Affiliates from all developments relating liabilities and obligations with respect to any such Third-Party ClaimsClaim, and provide true(B) imposes injunctive, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict equitable relief or any obligation on the provision of such information to the extent that (A) applicable Law requires such Indemnified Party or any of its SubsidiariesAffiliates other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder, 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 involves a finding or admission of wrongdoing or violation of Applicable Law by the Indemnified Party, (D) encumbers the assets of the Indemnified Party or imposes any such information restriction or condition that would apply to or adversely affect the Indemnified Party or (E) reasonably could be expected to result in have a material adverse effect on the loss Taxes of Parent, the Surviving Corporation or waiver of their respective Affiliates for a taxable period or portion thereof beginning after the attorney-client or other applicable privilege or protection (provided that such Closing Date. The Indemnified Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, settle any Third-Party Claim without the prior written consent of the Indemnified Indemnifying Party (which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned). (d) unless (A) Each party shall cooperate, and cause its Affiliates to cooperate, in the Indemnified Party, as a condition to settlement, is given a complete and unconditional release defense or prosecution of any and all Liabilities by all relevant parties to such 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. (Be) In the damages payable under the settlement are limited only to monetary payments for which the event an Indemnified Party is fully indemnified by has a claim for indemnity under this Article 10 against the Indemnifying Party; (C) such Third-Party Claim that does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that is not fully indemnifiable by (a “Direct Claim”), the Indemnified Party agrees to give prompt notice thereof in writing to the Indemnifying Party hereunderParty. Whether or not Such notice shall set forth in reasonable detail the Indemnifying Party assumes facts and circumstances of such Direct Claim and the defense basis for indemnification in respect thereof (taking into account the information then available to the Indemnified Party). The failure of a Third-Party Claim, no the 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, so notify the Indemnifying Party shall not be entitled relieve the Indemnifying Party of its obligations hereunder, except to assume the defense extent such failure shall have prejudiced the Indemnifying Party. (f) To the extent anything in this Section 10.03 is inconsistent with Section 8.01(e), the provisions of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability Section 8.01(e) shall govern with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party ClaimTax Contest.

Procedures. (a) Any Person that may be Each party entitled to be indemnified indemnification under this Article IX Agreement (the “"Indemnified Party”") shall promptly notify give notice to the Party liable (or who may be liable) for such party required to provide indemnification (the “"Indemnifying Party”") in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may seek indemnity pursuant be sought, and shall permit the Indemnifying Party to this Agreement (including a claim or possible claim by a third party against assume the Indemnified Party, defense of any such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 counsel for the Indemnifying Party from any of its obligations under this Article IXParty, except to who shall conduct the extent that the Indemnifying Party suffers actual loss or prejudice as a result defense of such failure or delay. (b) The Indemnifying Party Claim, shall respond promptly to any claim for indemnification be approved by the Indemnified PartyParty (whose approval shall not unreasonably be withheld), and, and the Indemnified Party may participate in such defense at such party's expense (unless the event Indemnified Party shall have reasonably concluded that there may be a conflict of any dispute in respect of a claim for indemnification, interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall 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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For , and provided further that the avoidance failure of doubt, any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that is not fully indemnifiable by its obligations under this Agreement unless the Indemnifying Party hereunderis materially prejudiced thereby. Whether No Indemnifying Party, in the investigation or not the Indemnifying Party assumes the defense of a Third-Party Claimany such Claim shall, no except with the consent of each Indemnified Party will admit any Liability(which consent shall not be unreasonably withheld or delayed), or consent to the entry of any judgment or enter into any settlement or compromise, with respect to a Third-Party Claim for compromise which the Indemnifying Party may have any liability hereunder without the prior written consent does not include an unconditional release of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential from all liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with in respect to such Third-Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. (a) Any Person that may be entitled to be indemnified The party seeking indemnification under this Article IX Section 15.2 ---------- (the “"Indemnified Party”") shall promptly notify agrees to give prompt notice to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “"Indemnifying Party”") in writing upon becoming aware of a claim the assertion of any claim, or a possible claim against an Indemnified Party the commencement of any suit, action or proceeding in respect of which such Indemnified Party indemnity may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 claimbe sought under Section 15.2; provided that the failure to provide give such notice shall not release limit the Indemnifying Party from any of its obligations under this Article IX, Indemnified Party's right to indemnification hereunder except to the extent that the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delay. (b) is materially prejudiced thereby. The Indemnifying Party shall respond promptly to any claim for indemnification by assume control of the Indemnified Party, and, in the event defense of any dispute in respect of a claim for indemnificationsuch suit, the Indemnifying Party action or proceeding and the Indemnified Party shall negotiate may participate in good faith to resolve the defense of any such dispute for suit, action or proceeding 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) its own expense. The Indemnifying Party will shall not be entitledliable under Section 15.2 for any settlement effected without its consent of any claim, by notice litigation or proceeding in respect of which indemnity may be sought hereunder; provided, however, that consent to the Indemnified Party delivered within twenty (20) business days of the receipt of notice of settlement shall not be unreasonably withheld or delayed. In any such Third-Party Claimsuit, 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 Claimaction or proceeding, the Indemnified Party shall have the right to employ one separate co-counsel and to participate in retain its own counsel, but the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such separate counsel if shall be at the expense of such Indemnified Party unless (Ai) there exists a conflict the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party has failed to assume the defense of interestsuch suit, as advised by outside action or proceeding or to employ counsel for reasonably satisfactory to the Indemnified Party, or (iii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in any which case, if the Indemnified Party and notifies the Indemnifying Party in connection with the defense of the Third-Party Claim, writing 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 elects to participate in (but not control) employ separate counsel at the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each expense of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled have the right to assume the defense of any Third-Party Claim if such suit, action or proceeding on behalf of the Indemnified Party. The Indemnifying Party is shall not be liable for the only Person with actual or potential liability with respect fees and expenses of more than one separate firm of attorneys (in addition to the Third-Party Claim and any local counsel) at any time for all the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party ClaimParties.

Procedures. (a) Any Person that may be Each party entitled to be indemnified indemnification under this Article IX Section 4.7 (the “Indemnified Party”"INDEMNIFIED PARTY") shall promptly notify give notice to the Party liable (or who may be liable) for such party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may seek indemnity pursuant be sought, and shall permit the Indemnifying Party to this Agreement (including a claim or possible claim by a third party against assume the Indemnified Party, defense of any such claim or possible claim by a third party being a “Third-Party Claim”)any litigation resulting therefrom, describing in reasonable detail provided that counsel for the facts and circumstances with respect to Indemnifying Party, who shall conduct the subject matter defense of such claim or demand litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Covered Losses incurred or suffered as a result thereof Indemnified Party may participate in such defense at such party's expense, and providing all material documents reflecting or evidencing the basis for such claim; provided further that the failure of any Indemnified Party to provide such give notice as provided herein shall not release relieve the Indemnifying Party from any of its obligations under this Article IXAgreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, except to the extent that the Indemnifying Party 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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense for matters as to which there is a conflict of interest or separate and control of any Third-Party Claim pursuant to this Section 9.4(c)different defenses. No Indemnifying Party, the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claimsuch claim or litigation, including by furnishing books and recordsshall, 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 except with the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the each Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 which does not include as an unconditional term thereof the giving by the claimant or compromise, with respect plaintiff to a Third-Party Claim for which the Indemnifying Party may have any liability hereunder without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential of a release from all liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with in respect to such Third-Party Claimclaim or litigation.

Procedures. If any third party shall assert any claim against a GHS, The Learning Annex or a Shareholder, as the case may be, which, if successful, would entitle the such person to indemnification under Section 12(a) or (a) Any Person that b), as the case may be entitled to be indemnified under this Article IX be, such person (the “Indemnified Party”"INDEMNIFIED PARTY") shall promptly notify the Party liable (or who may be liable) for such indemnification (the “Indemnifying Party”) in writing upon becoming aware of give a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 from any of its obligations under 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 party from whom it intends to seek indemnification (20the "INDEMNIFYING PARTY") 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 the right to employ one separate co-counsel assume the defense. If the Indemnified Party does assume such defense, the Indemnifying Person shall indemnify and to participate in hold the defense as counsel Indemnified Party harmless from and against any and all losses, damages and liabilities caused by or arising out of record, if applicable, in any settlement or judgment of such Proceeding, claim 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 Person may not claim that it does not have an indemnification obligation 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 Proceedingrespect thereto. 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 Claimaddition, the Indemnifying Party shall allow have the Indemnified Party a reasonable opportunity right to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and claim at its own expense. Each of , 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, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such Party, which consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to unreasonably withheld or delayed. If the Indemnified Party does not assume the defense of any Third-such claim, the Indemnifying Party Claim if the Indemnified Party is the only Person with actual may defend against or potential liability with respect to the Third-Party Claim settle such claim in such manner and the Indemnified Party irrevocably waives any rights on such terms as it may have in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate and shall be entitled to indemnification under this Article IX in respect thereof in accordance with respect to such Third-Party ClaimSection 12(a) or (b), as the case may be.

Procedures. (a) Any Person that may be entitled to be indemnified under this Article IX A party seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third-Party Claim”) shall promptly notify deliver notice (a “Claim Notice”) in respect thereof to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which with reasonable promptness after receipt by such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against of notice of the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail and shall provide the facts and circumstances Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request, to the subject matter of extent 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 information is reasonably available. The failure to provide such notice deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article IX, VII except to the extent that the Indemnifying Party suffers actual loss or prejudice as a result of is materially prejudiced by such failure or delayfailure. (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, If the Indemnifying Party and acknowledges in writing its obligation to indemnify 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 against any and all remedies set forth in this Agreement; provided Losses that nothing herein shall preclude any Party may result from seeking performance or other equitable relief at any time. (c) Upon receipt of a notice of a Third-Party Claim that is exclusively for indemnity from an Indemnified Party civil monetary damages at Law pursuant to Section 9.2 or Section 9.3: (i) The the terms of this Agreement, the Indemnifying Party will be entitledshall have the right, by upon written notice to the Indemnified Party delivered within twenty (20) business 15 days of the receipt of notice a Claim Notice from the Indemnified Party in respect of such Third-Party Claim, to assume the defense and control of such Third-Party Claim (thereof at the expense of such Indemnifying Party). Notwithstanding an election to assume the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party (which expenses shall bear the reasonable fees, costs and expenses of such separate counsel if (Anot be applied against any indemnity limitation herein) 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 and reasonably satisfactory to the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if 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 is and the only Person Indemnifying Party or (iv) involves a material customer, supplier or distributor, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third-Party Claim. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third-Party Claim within the time period and otherwise in accordance with actual the first sentence of this Section 7.4(b), then the Indemnified Party shall have the sole right to assume the defense of and to settle such Third-Party Claim. If the Indemnifying Party assumes the defense of such Third-Party Claim, then the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or potential liability with respect (ii) the named parties to the Third-Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party irrevocably waives 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 rights it may have Third-Party Claim, then the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to indemnification the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under this Article IX the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third-Party Claim, then the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third-Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third-Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be 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 Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere.

Procedures. (a) Any Person that may be Each party entitled to be indemnified indemnification under this Article IX Section 6 (the “"Indemnified Party”") shall promptly notify give notice to the Party liable (or who may be liable) for such party required to provide indemnification (the “"Indemnifying Party”") in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may seek indemnity pursuant be sought, and shall permit the Indemnifying Party to this Agreement (including a claim or possible claim by a third party against assume the Indemnified Party, defense of any such claim or possible claim by a third party being a “Third-Party Claim”)any litigation resulting therefrom, describing in reasonable detail provided that counsel for the facts and circumstances with respect to Indemnifying Party, who shall conduct the subject matter defense of such claim or demand litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Covered Losses incurred or suffered as a result thereof Indemnified Party may participate in such defense at such party's expense, and providing all material documents reflecting or evidencing the basis for such claim; provided further that the failure of any Indemnified Party to provide such give notice as provided herein shall not release relieve the Indemnifying Party from any of its obligations under this Article IX, except Agreement unless the failure to the extent give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further that the Indemnifying Party 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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense for matters as to which there is a conflict of interest or separate and control of any Third-Party Claim pursuant to this Section 9.4(c)different defenses. No Indemnifying Party, the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claimsuch claim or litigation, including by furnishing books and recordsshall, 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 except with the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the each Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 which does not include as an unconditional term thereof the giving by the claimant or compromise, with respect plaintiff to a Third-Party Claim for which the Indemnifying Party may have any liability hereunder without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential of a release from all liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with in respect to such Third-Party Claimclaim or litigation.

Procedures. (a) Any A Person that may be entitled to be indemnified under this Article IX Agreement (the “Indemnified Party”) ), shall promptly notify the Party or Parties liable (or who may be liable) for such indemnification (the “Indemnifying Party”) in writing upon becoming aware of a any pending or threatened claim or a possible claim against an demand that the Indemnified Party in respect has determined has given or would reasonably be expected to give rise to such right of which such Indemnified Party may seek indemnity pursuant to this Agreement indemnification (including a pending or threatened claim or possible claim demand asserted by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Third Party Claim”), describing in reasonable detail detail, to the extent known by the Indemnified Party, the facts and 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 claimdemand; provided provided, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX, VII except to the extent that the Indemnifying Party suffers actual loss is actually and materially prejudiced by such failure, it being agreed that notices for claims in respect of a breach of a representation, warranty, covenant or prejudice as a result agreement must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 for such failure representation, warranty, covenant or delayagreement. (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-Third Party Claim for indemnity from an Indemnified Party pursuant to Section 9.2 7.2(a) or Section 9.3: (i) The 7.3(a), 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, entitled to assume the defense and control of such Third-Third Party Claim (at the expense of such Indemnifying Party). Notwithstanding an election , by delivering notice to the Indemnified Party within thirty (30) Business Days of the receipt of notice of such Third Party Claim that such Indemnifying Party will (i) assume the defense and control of such Third Party Claim (at the expense of such Indemnifying Party) and (ii) subject to the limits set forth in this Article VII, indemnify the Indemnified Party from and against any Covered Losses that the Indemnified Party may suffer with respect to the Third Party Claim; provided, that the Indemnifying Party shall not have the right to assume the defense or control of such Third-the Third Party Claim, the Indemnified Party shall have the right to employ one separate co-counsel and to participate Claim in the defense as counsel of record, if applicable, in event that (1) such Proceeding, and the Indemnifying Third Party shall bear the reasonable fees, costs and expenses of such separate counsel if Claim (A) there exists seeks non-monetary relief; (B) involves criminal or quasi-criminal allegations; (C) is not a Designated Third Party Claim and involves allegations of infringement, misappropriation, dilution or violation of any Intellectual Property rights of any Person (including Purchaser or its Affiliates); (D) is inappropriate for joint representation because of an actual conflict of interest, as advised by outside counsel for the Indemnified Party, interest between the Indemnified Party and the Indemnifying Party in connection with the defense respect to such Third Party Claim; or (E) relates to Taxes of the Third-Indemnified Party Claim, that would make representation by or any of its Affiliates or (2) the same counsel amount of Covered Losses arising or resulting from such Third Party Claim could be reasonably expected to exceed 150% of the counsel selected by maximum amount for which the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against is obligated to indemnify pursuant to the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceedingterms hereof. In any other event not set forth in the preceding sentence, in the circumstances where So long as the Indemnifying Party has assumed the defense of the relevant Third-a Third Party Claim, the Indemnifying Party shall allow Claim in accordance herewith and notified the Indemnified Party a reasonable opportunity to in writing thereof, the Indemnified Party may participate in (but not control) the such 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-Third Party Claim pursuant to this Section 9.4(c7.4(b), the Indemnified Party shall be entitled to, after providing notice to assume and control such defense, but the Indemnifying Party may nonetheless participate in Party, control the defense of such Third-Third Party Claim and employ counsel reasonably satisfactory to the Indemnifying Party to represent or defend it against any such Third Party Claim, and the Indemnifying Party shall not have any right to participate in the settlement or assume or reassume the defense of such Third Party Claim; provided that the Indemnified Party will not consent to the entry of any judgment or enter into any settlement or compromise with its own counsel and at its own expense. Each respect to a Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed); and the Indemnifying Party shall not, in connection with any Third Party Claim or any separate but substantially similar Third Party Claims arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party shallParty, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information except to the extent that (A) applicable Law requires local counsel, in addition to its regular counsel, is required in order to effectively defend against such Third 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) Claim. If the Indemnifying Party has assumed the defense and control of a Third-Third Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-from such Third Party Claim without the prior written consent of the Indemnified Party unless such compromise, settlement or judgment (not to X) is only for money damages, the full amount of which shall be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified paid by the Indemnifying Party; , (CY) such Third-Party Claim does not involve any non-monetary injunctive 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; Party and (DZ) the settlement includes a complete and unconditional release of each Indemnified Party from any and all Liability in respect of such Third-Third Party Claim Claim. To the extent such cooperation is permitted by applicable Law and would not have result in a material impact on waiver of the Business after attorney-client privilege, Purchaser or the Closing (in Sellers, as the case may be, shall, and shall use commercially reasonable efforts to cause each of Seller being their respective Affiliates and Representatives to, reasonably cooperate with the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being , at the Indemnifying Party)’s expense, in the defense of any Third Party Claim, including by furnishing (during regular business hours and upon prior notice) books and records, personnel and witnesses, as are reasonably required for any defense of such Third Party Claim. For Without limiting the avoidance generality of doubtthe foregoing procedures, any Indemnified Party who is or may be entitled to indemnification against a Third Party Claim pursuant to this Agreement shall, to the extent permitted by applicable Law and to the extent that such actions would not result in a waiver of the attorney-client privilege, (x) provide to the Indemnifying Party copies of all documents and information relating to such Third Party Claim which are in the possession or control of the Indemnified Party and which are reasonably required by the Indemnifying Party for the defense of such Third Party Claim and (y) give the Indemnifying Party reasonable access during regular business hours to the accounting and other appropriate personnel and the independent accountants of the Indemnified Party and its Affiliates as reasonably required in order to permit the Indemnifying Party to obtain information reasonably required to evaluate such Third Party Claim; provided that the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that is not fully indemnifiable by the Indemnifying Party hereunder. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, no reimburse such Indemnified Party will admit any Liabilityor its Affiliates for reasonable out-of-pocket expenses, or consent to the entry of any judgment or enter into any settlement or compromiseincluding attorneys’ fees, incurred in connection 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect providing access to such Third-Party Claimpersonnel and independent accountants.

Procedures. (a) Any Person that may be entitled A party seeking indemnification pursuant to be indemnified under this Article IX Sections 7.2 or 7.3 (the an “Indemnified Party”) shall promptly notify give prompt notice to the Party liable (or who may be liable) for party from whom such indemnification is sought (the “Indemnifying Party”) in writing upon becoming aware of a the assertion of any claim or assessment, or the commencement of any action, suit, audit or proceeding, by a possible claim against an Indemnified Party third party in respect of which such Indemnified Party indemnity may seek indemnity pursuant to this Agreement be sought hereunder (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Third Party Claim”), describing in reasonable detail ) and will give the facts and circumstances Indemnifying Party such information with respect to thereto as 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 Indemnifying Party may reasonably request, but no failure to provide give such notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article IX, liability hereunder (except to the extent that the Indemnifying Party suffers has suffered actual loss or prejudice as a result of such failure or delay. thereby). Notice may be given to any Frost Group Shareholder by giving notice to the Representative (b) defined below). The Indemnifying Party shall respond promptly to any claim for indemnification have the right, exercisable by written notice (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“Notice”) 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 fifteen (2015) business days of the receipt of notice from the Indemnified Party of such Third-the commencement or assertion of any Third Party Claim, to assume the defense and control of such Third-Third Party Claim (at Claim, using counsel selected by the expense of such Indemnifying Party and reasonably acceptable to the Indemnified Party). Notwithstanding an election If the Indemnifying Party shall fail to assume the defense of the Third Party Claim within such Third-Party Claimfifteen (15) day period, the Indemnified Party shall have the right to employ one separate co-counsel 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. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall in any event have the right to participate participate, at its own expense, in the defense as counsel of recordany Third Party Claim which the other is defending. (c) The Indemnifying Party, if applicableit shall have assumed the defense of any Third Party Claim in accordance with the terms hereof, shall have the right, upon fifteen (15) business days prior written notice to the Indemnified Party, to consent to the entry of judgment with respect to, or otherwise settle such Third Party Claim provided the Indemnifying Party shall be solely obligated to satisfy and discharge such judgment or settlement, unless (i) the Third Party Claim involves equitable or other non-monetary damages or (ii) in the reasonable judgment of the Indemnified Party such settlement would have a continuing material adverse effect on the Indemnified Party, in which case such Proceedingsettlement only may be made with the written consent of the Indemnified Party. (d) Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, 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 reimburse the Indemnified Party and the Indemnifying Party for all its reasonable out-of-pocket expenses 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 expensetherewith. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party Claim.

Procedures. (a) Any Person that may be entitled to be indemnified under this Article IX 9.3.1 A party (the “Indemnified Party”) that intends to claim indemnification under this Section shall promptly notify the Party liable (or who may be liable) for such indemnification other party (the “Indemnifying Party”) in writing upon becoming aware of any claim of a claim or a possible claim against an Indemnified Third Party which may reasonably be expected to result in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a for Damages (“Third-Party Damage Claim”), describing in reasonable detail the facts and 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 from any of its obligations under 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 . Notice by the event of any dispute in respect of a claim for indemnification, Indemnified Party to the Indemnifying Party and shall include a copy of the Indemnified Third Party claim. An Indemnifying Party shall negotiate in good faith have the right to resolve such dispute for at least twenty (20) business days after notice direct the defense, compromise or settlement of such claim andwith counsel selected by it, if not resolved through negotiations, either provided 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 gives written notice to the Indemnified Party delivered of its election to do so within twenty (20) business days of the after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Third-Party Claim, to assume claim on behalf of and for the defense account and control of such Third-Party Claim (at the expense of such the Indemnifying Party). Notwithstanding an election , subject to the right of the Indemnifying Party to assume the defense of such Third-Party Claimclaim at any time prior to settlement, the Indemnified Party shall have the right to employ one separate co-counsel compromise or final determination thereof if and to participate in only if such assumption would not prejudice 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 claim or the rights of interest, as advised by outside counsel for the Indemnified Party, between . 9.3.2 In 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 event 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 any such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c)claim, the Indemnified Party shall be entitled nonetheless have the right to assume select its own counsel and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with claim at and for its own counsel expense and at its own expenseaccount. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If Where the Indemnifying Party has assumed the defense and control of a Third-Party any Damage Claim, it the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not be authorized to consent to a settlement or compromise ofunder any circumstances, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of settle or compromise any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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, claim or consent to the entry of any judgment which might in any material way prejudice or enter into any settlement adversely affect the Indemnified Party or compromiseits 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-Third Party Claim for claim that can be settled by the payment of money, if a Third Party claim is made which the Indemnifying Third Party may have any liability hereunder without the prior written consent of the Indemnifying is unequivocally willing to settle but an Indemnified Party (such consent elects not to be unreasonably withheldsettle, conditioned or delayed). (iv) Notwithstanding the foregoing, then the Indemnifying Party shall not be entitled liable hereunder, with respect to assume any Damage Claim arising from such Third Party claim, for more than the defense amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any Third-Party Claim if related costs and expenses incurred by the Indemnified Party is as of the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to date of such Third-Party Claimoffer of settlement.

Procedures. (a) Any Person that may be entitled to be indemnified The party seeking indemnification under this Article IX Section 8.02 (the “Indemnified Party”) shall promptly notify agrees to give prompt notice to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “Indemnifying Party”) in writing upon becoming aware of a claim the assertion of any claim, or a possible claim against an Indemnified Party the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts Section and 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 will provide such notice shall not release the Indemnifying Party from any 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 under this Article IXhereunder, except to the extent that the such Indemnifying Party suffers actual loss or prejudice as a result of is actually and materially prejudiced by such failure or delayto provide timely notice. (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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent which shall not to be unreasonably withheld, conditioned or delayed)) before entering into any settlement of any Claim asserted by any third party (“Third Party Claim”) for which the Indemnified Party will seek indemnification from the Indemnifying Party hereunder. (ivc) Notwithstanding the foregoing, the Indemnifying Each Party shall not be entitled cooperate, and cause their respective Affiliates to assume cooperate, in the defense or prosecution of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Third Party Claim and the shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) Each Indemnified Party irrevocably waives shall use reasonable efforts to collect any rights it may have amounts available under insurance coverage, or from any other Person alleged to indemnification be responsible, for any Damages payable under this Article IX with respect to such Third-Party ClaimSection 8.02.

Procedures. (a) a Any Person that may be entitled to be indemnified seeking indemnification under this Article IX Section 6.2 (the “"Indemnified Party”") shall promptly notify agrees to give prompt written notice to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “"Indemnifying Party”") in writing upon becoming aware of the assertion of any claim that does not involve a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Third Party Claim”), describing which notice shall describe in reasonable detail the facts nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and circumstances 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 subject matter nature of such claim or demand the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the Covered Losses incurred or suffered as a result thereof and providing all material documents reflecting or evidencing basis of the basis Indemnified Party's request for such claimindemnification under this Agreement; provided that the any failure to provide timely give such notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article IX, 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 suffers actual loss or prejudice as a result of such failure or delay. Party. (b) The c Any Indemnifying Party shall respond promptly 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 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 the right to employ one separate co-counsel in any such action and to participate in the defense as counsel of recordthereof, if applicable, in such Proceeding, and but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such separate counsel if (A) there exists a conflict shall be at the expense of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) 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 failed to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-employ counsel or failed to diligently prosecute or settle the Third Party Claim pursuant or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to this Section 9.4(c)the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party shall be entitled agrees to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim cooperate with its own counsel and at its own expense. Each of the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnified Indemnifying Party shallelects 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 shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of its Subsidiarieswhich indemnity may be sought hereunder, as applicable, to restrict or prohibit the provision of such information (provided that such the Indemnifying Party shall use its will give the Indemnified Party 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 prior written notice of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a proposed settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (and will not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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-any Third Party Claim for which the Indemnifying Party may have any liability hereunder without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect entitled to the Third-Party Claim and indemnification hereunder) shall reimburse the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX for its reasonable out of pocket costs incurred with respect to such Third-Party Claimcooperation.

Procedures. (a) Any Person that may be entitled to be indemnified The party seeking indemnification under this Article IX Sections 9.08 or 11.02 (the “"Indemnified Party”") shall promptly notify agrees to give prompt notice to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “"Indemnifying Party”") in writing upon becoming aware of a claim the assertion of any claim, or a possible claim against an Indemnified Party the commencement of any suit, action or proceeding ("Claim") in respect of which indemnity may be sought under such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts Section and 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 will provide such notice shall not release the Indemnifying Party from any 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 under this Article IXhereunder, except to the extent that such failure shall have adversely prejudiced the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delayParty. (b) The Indemnifying Party shall respond promptly be entitled to participate in the defense of any claim for indemnification Claim asserted by the Indemnified Party, any third party ("Third Party Claim") and, in subject to 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 limitations set forth in this AgreementSection, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that nothing herein it has acknowledged responsibility for the defense of such Claim; and provided further that The Limited shall preclude any Party from seeking performance or other equitable relief at any timecontrol the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and If the Indemnifying Party shall bear assume the reasonable fees, costs and expenses control 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-any Third Party Claim seeks an injunction or other equitable relief against in accordance with the Indemnified Party; or provisions of this Section 11.03, (C1) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned or delayed) unless before entering into any settlement of such Third Party Claim and (A2) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right be entitled to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that is not fully indemnifiable by the Indemnifying Party hereunder. Whether or not the Indemnifying Party assumes participate in 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party ClaimParty.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) Any If any Person that may be entitled to be indemnified seek indemnification under this Article IX Section 10.2 or Section 10.3 (the an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a Third Party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 10.2 or Section 10.3 the Indemnified Party shall promptly (i) notify the Party liable (or who may be liable) for such against whom indemnification is sought (the “Indemnifying Party”) in writing upon becoming aware of the Third Party Claim and (ii) transmit to the Indemnifying Party a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement written notice (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party ClaimClaim Notice”), ) describing in reasonable detail the facts and circumstances nature of the Third Party Claim, a copy of all papers served with respect to the subject matter of such claim or demand (if any), the Indemnified Party’s best estimate of the amount of Damages attributable to the Third Party Claim, if known, and the Covered Losses incurred or suffered as a result thereof and providing all material documents reflecting or evidencing basis of the basis Indemnified Party’s request for such claim; provided that the failure indemnification under this Agreement. Failure to timely provide such notice Claim Notice shall not release affect the Indemnifying Party from any right of its obligations under this Article IXthe Indemnified Party’s indemnification hereunder, except to the extent that (and then only to the extent) the Indemnifying Party suffers actual loss or prejudice as a result of is prejudiced by such failure or delayfailure. (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 defend 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-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 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 who shall be reasonably satisfactory to the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), by all appropriate proceedings, to a final conclusion or settlement at 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 discretion of the Indemnifying Party in accordance with this Section 10.5(b). The Indemnifying Party shall have full control of such defense 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 Claimproceedings, 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 theretocompromise or settlement thereof; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not shall be required with respect to be unreasonably withheld, conditioned any such compromise or delayed) unless settlement if (A) the Indemnified Party, Party or any of its Affiliates would be required to pay any monetary damages as a condition to result of such compromise or settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) such compromise or settlement requires any admission of guilt or wrongdoing on the damages payable under the settlement are limited only to monetary payments for which part of the Indemnified Party is or contains any sanction, restriction or relief that would adversely affect the conduct of any business of the Indemnified Party or its Affiliates in any material respect or (C) such compromise or settlement does not fully indemnified and unconditionally release the Indemnified Party with respect to such Third Party Claim. If requested 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 , the Indemnified Party or finding or admission agrees, at the sole cost and expense of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, to reasonably cooperate with the Indemnifying Party shall have no obligation or right to obtain or agree to and its counsel in contesting any settlement, compromise, discharge or release with respect to any portion of a Third-Third Party Claim that is 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 fully indemnifiable control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party hereunder. Whether or not pursuant to this Section 10.5(b), and 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, shall bear its own costs and expenses 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding participation; provided that notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of any Third-Party Claim if the Indemnified Party is if (x) the only Person Indemnified Party’s outside counsel shall have reasonably concluded and advised in writing (with actual or potential liability with respect a copy to the Third-Indemnifying Party) that there are defenses available to such Indemnified Party Claim 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 irrevocably waives any rights it on account of Damages that does not result from a Third Party Claim (a “Direct Claim”) must be asserted by giving the Indemnifying Party written notice thereof prior to the expiration of the applicable survival period set forth in Section 10.1. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and indicate the estimated amount, if reasonably practicable, of Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) Business Days within which to indemnification under this Article IX with respect respond in writing to such Third-Direct Claim. If the Indemnifying Party Claimdoes not so respond within such twenty (20) Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (d) Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds realized by and paid to the Indemnified Party in respect of such claim.

Procedures. (a) Any A Person that may be entitled to be indemnified under this Article IX seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall promptly notify deliver notice containing the Party liable nature of the Loss, the dates of such Loss and the details of specific Losses, if reasonably practicable (or who may be liablea “Claim Notice”) for such indemnification in respect thereof to the party against whom indemnity is sought (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which with reasonable promptness after receipt by such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against of notice of the Indemnified Party, such claim or possible claim by a third party being a “Third-Third Party Claim”), describing in reasonable detail and shall provide the facts and circumstances Indemnifying Party with such information with respect to thereto as 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 Indemnifying Party may reasonably request. The failure to provide such notice deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article IX, VII except to the extent that the Indemnifying Party suffers actual loss or prejudice as a result of is materially prejudiced by such failure or delayfailure. (b) The If the Indemnifying Party shall respond promptly acknowledges in writing its obligation to any claim for indemnification by indemnify the Indemnified Party, and, in 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 event terms of any dispute in respect of a claim for indemnificationthis Agreement, the Indemnifying Party and shall have the Indemnified Party shall negotiate in good faith to resolve such dispute for at least twenty (20) business days after notice of such claim andright, 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 upon written notice to the Indemnified Party delivered within twenty (20) business 30 days of the receipt of notice a Claim Notice from the Indemnified Party in respect of such Third-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 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 thereof 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 and satisfactory to the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Third Party Claim if for equitable or injunctive relief, any claim that would impose criminal liability or damages or any Third Party Claim involving a customer, supplier, licensor or other partner of the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim Party, and the Indemnified Party irrevocably waives shall have the right to defend, at the expense of the Indemnifying Party, any rights 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 and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim, 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 any similar claims, (iii) does not imposes equitable remedies or any obligation on the Indemnified Party, and (iv) provides solely for the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall 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 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, 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 (ii) setoff and application against any amount that may be due to the Indemnifying Party under this Article IX with respect Agreement or any Ancillary Agreement pursuant to such Third-Section 7.8 of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party Claimor Losses incurred have been notified to the Indemnifying Party. (e) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party.

Procedures. (a) Any Person that may be entitled to be indemnified The party seeking indemnification under this Article IX Section 9.02 (the “Indemnified Party”"INDEMNIFIED PARTY") shall promptly notify agrees to give prompt written notice, but no later than 5 days after receipt thereof, to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing upon becoming aware of a claim the assertion of any claim, or a possible claim against an Indemnified Party the commencement of any suit, action or proceeding ("CLAIM") in respect of which indemnity may be sought under such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts Section and 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 will provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX, except to the extent such information with respect thereto that the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delaymay reasonably request. (b) The Indemnifying Party shall respond promptly be entitled to participate in the defense of, investigation of, or corrective action required to be undertaken in response to, any claim for indemnification Claim asserted by the Indemnified Partya third party, including any Governmental Authority ("THIRD PARTY CLAIM") and, in subject to 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 limitations set forth in this Agreement; provided that nothing herein Section or Section 9.04, shall preclude any Party from seeking performance or other equitable relief be entitled to control and appoint lead counsel for such defense, in each case at any timeits expense subject to the deductible and maximum liability described in Section 9.02. (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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and If the Indemnifying Party shall bear assume the reasonable fees, costs and expenses control 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-any Third Party Claim seeks an injunction in accordance with the provisions of this Section or other equitable relief against the Indemnified Party; or Section 9.04, (Ci) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of before entering into any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Third Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and settlement does not release the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX from all liabilities and obligations with respect to such ThirdThird Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim (including any counterclaims filed by Seller) and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. This cooperation shall be provided without cost or expense of the other party other than reimbursement of out-of-pocket travel or similar expenses subject to the provisions of Section 9.02. (e) Each Indemnified Party Claimshall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 9.02. In addition, each party agrees that it will not, and agrees to use its best efforts to ensure that its Affiliates do not, voluntarily or by discretionary action, accelerate the timing, or increase the cost, of any obligations of the other party under this Article 9.

Procedures. (a) Any Person that may be entitled to be indemnified The party seeking indemnification under this Article IX Section 10.02 or Section 10.03 (the “"Indemnified Party”") shall promptly notify agrees to give prompt written notice, but no later than 5 days after receipt thereof, to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “"Indemnifying Party”") in writing upon becoming aware of a claim the assertion of any claim, or a possible claim against an Indemnified Party the commencement of any suit, action or proceeding ("Claim") in respect of which indemnity may be sought under such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts Section and 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 will provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX, except to the extent such information with respect thereto that the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delaymay reasonably request. (b) The Indemnifying Party shall respond promptly be entitled to participate in the defense of, investigation of, or corrective action required to be undertaken in response to, any claim for indemnification Claim asserted by the Indemnified Partya third party, including any Governmental Authority ("Third Party Claim") and, in subject to 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 limitations set forth in this Agreement; provided that nothing herein Section or Section 10.03, shall preclude any Party from seeking performance or other equitable relief be entitled to control and appoint lead counsel for such defense, in each case at any timeits expense subject to the deductible and maximum liability described in Section 10.02 and Section 10.03, as applicable. (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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and If the Indemnifying Party shall bear assume the reasonable fees, costs and expenses control 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-any Third Party Claim seeks an injunction in accordance with the provisions of this Section or other equitable relief against the Indemnified Party; or Section 10.03, (Ci) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned ) before entering into any settlement of such Third Party Claim if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or delayed) unless if the settlement imposes injunctive or other equitable relief against the Indemnified Party and (Aii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim (including any counterclaims filed by Sellers) and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as a condition may be reasonably requested in connection therewith. This cooperation shall be provided without cost or expense other than reimbursement of out-of-pocket travel or similar expenses subject to settlementthe provisions of Section 10.02 and Section 10.03, as applicable. (e) Other than with respect to liabilities relating to matters covered by Section 7.07(a) (which shall be governed solely by Section 7.07), if the Indemnifying Party is given a complete and unconditional release of any and all Liabilities by all relevant parties required to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which indemnify the Indemnified Party is fully indemnified by with respect to any Claim or assumes the Indemnifying Party; (C) such Third-defense of any Third Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party under Section 10.02 or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubtSection 10.03, the Indemnifying Party shall have no obligation 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 right Third Party Claim and shall be entitled to obtain control all decisions relating to such claims under such insurance policies as if it were the named insured thereunder; provided, however, that notwithstanding anything in this 10.04(e) to the contrary, the Indemnified Party shall entitled to indemnification pursuant to the provisions of Section 10.02 or Section 10.03 regardless of whether a claim under such 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 actions necessary to implement the intent of the provisions set forth in this clause (e), and each Indemnified Party further agrees that it will not take any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim action that is not fully indemnifiable by inconsistent with the provisions of this clause (e) and will refrain from taking any action or doing anything that would undermine the insurance benefits available to Indemnifying Party 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 (such consent not to be unreasonably withheld, conditioned or delayedas contemplated by this Section 10.04(e). (ivf) Notwithstanding To the foregoingextent that the procedures set forth in this Section 10.04 conflict with the procedures set forth in Section 10.03, the Indemnifying Party procedures set forth in Section 10.03 shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party Claimgovern.

Procedures. (a) Any Person 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 be indemnified indemnification under this Article IX Agreement (the “an "Indemnified Party”") shall promptly notify give written notice to the Party liable Person obligated to indemnify it (or who may be liable) for such indemnification (the “an "Indemnifying Party”") in writing with reasonable promptness upon becoming aware of any claim or other facts upon which a claim or a possible for indemnification will be based; the notice shall set forth such information with respect thereto as is then reasonably available to the Indemnified Party. The Indemnifying Party shall have the right to undertake the defense of any such claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim asserted by a third party against with counsel reasonably satisfactory to the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 from any of its obligations under 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 126 cooperate 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 Claimmake available all records, the Indemnified Party shall have the right to employ one separate co-counsel materials 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 witnesses reasonably requested by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with therewith at the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by Indemnifying Party's expense. If 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 shall have assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity claim with counsel reasonably satisfactory to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled liable to assume the Indemnified Party for any legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnifying Party shall not be liable for any claim settled without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall obtain the written consent of the Indemnified Party prior to ceasing to defend, settling or otherwise disposing of any Third-claim if as a result thereof the Indemnified Party Claim would become subject to injunctive or other equitable relief or if the Indemnified Party is the only Person with actual or potential liability with respect may reasonably object to the Third-Party Claim and such disposition of such claim based on a continuing adverse effect on the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party ClaimParty.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) Any If any Person that may be who or which is entitled to be indemnified seek indemnification under this Article IX Section 10.2 (the an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 10.2, the Indemnified Party shall promptly (i) notify the Party liable (or who may be liable) for such party against whom indemnification is sought (the “Indemnifying Party”) in writing upon becoming aware of the Third Party Claim and (ii) transmit to the Indemnifying Party a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement written notice (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party ClaimClaim Notice”), ) describing in reasonable detail the facts and circumstances nature of the Third Party Claim, a copy of all papers served with respect to the subject matter of such claim or demand (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the Covered Losses incurred or suffered as a result thereof and providing all material documents reflecting or evidencing basis of the basis Indemnified Party’s request for such claim; provided that the failure indemnification under this Agreement. Failure to timely provide such notice Claim Notice shall not release affect the Indemnifying Party from any right of its obligations under this Article IXthe Indemnified Party’s indemnification hereunder, except to the extent that the Indemnifying Party suffers actual loss is prejudiced by such delay or prejudice as a result of such failure or delayomission. (b) The Indemnifying Party shall respond promptly have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Article X), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.3(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim for indemnification to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, andthe Indemnified Party agrees, in at the event sole cost and expense of any dispute in respect of a claim for indemnificationthe Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.3(b), and the Indemnified Party shall negotiate in good faith bear its own costs and expenses with respect 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 timeparticipation. (c) Upon receipt of a notice of a Third-If the Indemnifying Party Claim for indemnity from an does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.2 or Section 9.3: (i) The Indemnifying Party will be entitled10.3(b), 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, then the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceedingdefend, and the Indemnifying Party shall bear the be reimbursed for its reasonable fees, costs cost and expenses of such separate counsel expense (but only if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and is actually entitled to indemnification hereunder) in regard to the Indemnifying Third Party in connection Claim with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c)circumstances, the Indemnified Party shall be entitled to assume defend any such Third Party Claim in good faith and have full control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel defense and at its own expense. Each of the Indemnifying Party and proceedings; provided, however, that the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of may not enter into any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense compromise or settlement of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Third Party Claim without the prior written consent of the Indemnified Party (not if indemnification is to be unreasonably withheldsought hereunder, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by without the Indemnifying Party; ’s consent (C) such Third-Party Claim does which consent shall not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (ivd) Notwithstanding 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 foregoingIndemnifying 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 will indicate the estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five Business Day period, the Indemnifying Party shall not will be entitled deemed to assume the defense of any Third-Party Claim if have rejected such claim, in which event the Indemnified Party is the only Person with actual or potential liability with respect will be free to the Third-Party Claim and pursue such remedies as may be available to the Indemnified Party irrevocably waives on the terms and subject to the provisions of this Agreement. (e) Any indemnification payment made pursuant to this Agreement shall be net of any rights it may have insurance proceeds realized by and paid to indemnification under this Article IX with the Indemnified Party in respect of such claim, and the amount of any Loss shall take into account any net Tax benefits attributable to the circumstance or event giving rise to such Third-Party ClaimLoss.

Procedures. (a) Any Person that may be Each party entitled to be indemnified indemnification under this Article IX Agreement (the “"Indemnified Party”") shall promptly notify give notice to the Party liable (or who may be liable) for such party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in writing upon becoming aware such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of a claim or a possible claim against an interest between the Indemnifying Party and the Indemnified Party in respect such action, in which case the fees and expenses of which one such counsel for all Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against Parties shall be at the Indemnified expense of the Indemnifying Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 further that the failure of any Indemnified Party to provide such give notice as provided herein shall not release relieve the Indemnifying Party from any of its obligations under this Article IX, Agreement except to the extent that the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delay. (b) The is prejudiced thereby. No 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 investigation 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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claimsuch Claim shall, 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 except with 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 each Indemnified Party (which consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to unreasonably withheld or delayed), consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 compromise which the Indemnifying Party may have any liability hereunder without the prior written consent does not include an unconditional release of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential from all liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with in respect to such Third-Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. (a) Any Person that may be entitled to be indemnified The party seeking indemnification under this Article IX Section 6.01 (the “Indemnified Party”) shall promptly notify give prompt notice in writing to the Party liable (or who may against whom indemnity is to be liable) for such indemnification sought (the “Indemnifying Party”) in writing upon becoming aware of a the assertion of any claim or a possible claim against an Indemnified 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 Indemnified Section. Such notice shall set forth in reasonable detail such Third Party may seek indemnity pursuant Claim and the basis for indemnification (taking into account the information then available to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 . The failure to provide such notice shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article IXhereunder, except to the extent that such failure shall have materially and adversely prejudiced the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delayParty. (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 the right to employ one separate co-counsel and entitled to participate in the defense as of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel of record, if applicablefor such defense, in each case at its own expense; provided that prior to assuming control of such Proceedingdefense, and 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 bear be solely controlled by Pernix, who will act under and at the reasonable feesdirection 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, costs 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 if shall be borne by Pernix. (Ac) there exists a conflict The Indemnifying Party shall not be entitled to assume or maintain control of interest, as advised the defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by outside counsel for the Indemnified Party, between the Indemnified Party and if (i) the Indemnifying Party does not deliver the acknowledgment referred to in connection with the defense Section 6.03(b) within thirty (30) days of receipt of notice 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-Third Party Claim seeks an injunction or other equitable relief against pursuant to Section 6.03(a), (ii) the Indemnified Party; or (C) such Third-Third Party Claim is related relates to or otherwise arises in connection with any criminal proceeding, action, indictment, allegation or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentenceinvestigation, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow (iii) the Indemnified Party a reasonable opportunity reasonably believes an adverse determination with respect to participate in (but not control) the defense of such Third-Third Party Claim with its own counsel and at its own expense. (ii) If would be materially detrimental to the Indemnifying Party does not assume the defense and control reputation or future business prospects of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit (iii) the provision of such information (provided that such Third 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 Claim seeks an injunction or equitable relief against the Indemnified 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)Affiliates. (iiid) If the Indemnifying Party has assumed shall assume the control of the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Third Party Claim without in accordance with the provisions of this Section 6.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned or delayed) unless before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (Ae) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, provided that the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion pay the reasonable fees and expenses of a Third-Party Claim that is not fully indemnifiable by such separate counsel if representation of both the Indemnifying Party hereunder. Whether and the Indemnified Party by the same counsel would create a conflict of interest. (f) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or not 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 assumes the defense of that does not involve a Third-Third Party Claim, no the #90879273v29 Indemnified Party will admit any Liabilityagrees to give prompt, or consent written notice of such claim to the entry of any judgment or enter Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into any settlement or compromise, with respect account the information then available to a Third-Party Claim for which the Indemnifying Party may have any liability hereunder without the prior written consent of the Indemnifying Party (such consent not Indemnified Party). The failure to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, so notify the Indemnifying Party shall not be entitled relieve the Indemnifying Party of its obligations hereunder, except to assume the defense of any Third-extent such failure shall have materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party Claim if does not notify the Indemnified Party is within thirty (30) days following the only Person with actual or potential liability receipt of a written notice with respect to any such claim that the Third-Indemnifying Party Claim and disputes its indemnity obligation to the Indemnified Party irrevocably waives for any rights it may have to indemnification under this Article IX Damages with respect to such Third-claim, such Damages shall be conclusively deemed a liability of the Indemnifying Party Claimand 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. (a) Any Person that may be Each party entitled to be indemnified indemnification under this Article IX Agreement (the “each, an "Indemnified Party”") shall promptly notify give written notice to the Party liable (or who may be liable) for such party required to provide indemnification (the “"Indemnifying Party”") in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may seek indemnity pursuant be sought, and shall permit the Indemnifying Party to this Agreement (including a claim or possible claim by a third party against assume the Indemnified Party, defense of any such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 counsel for the Indemnifying Party from any of its obligations under this Article IXParty, except to who shall conduct the extent that the Indemnifying Party suffers actual loss or prejudice as a result defense of such failure or delay. (b) The Indemnifying Party Claim, shall respond promptly to any claim for indemnification be approved by the Indemnified PartyParty (whose approval shall not unreasonably be withheld), and, and the Indemnified Party may participate in such defense at such party's expense (unless the event Indemnified Party shall have reasonably concluded that there may be a conflict of any dispute in respect of a claim for indemnification, interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall 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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For , and provided further that the avoidance failure of doubt, any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that is not fully indemnifiable by its obligations under this Agreement unless the Indemnifying Party hereunderis materially prejudiced thereby. Whether No Indemnifying Party, in the investigation or not the Indemnifying Party assumes the defense of a Third-Party Claimany such Claim shall, no except with the consent of each Indemnified Party will admit any Liability(which consent shall not be unreasonably withheld or delayed), or consent to the entry of any judgment or enter into any settlement or compromise, with respect to a Third-Party Claim for compromise which the Indemnifying Party may have any liability hereunder without the prior written consent does not include an unconditional release of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential from all liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with in respect to such Third-Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) Any If any Person that may be who or which is entitled to be indemnified seek indemnification under this Article IX Section 9.2 (the an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 9.2, the Indemnified Party shall promptly (i) notify the Party liable (or who may be liable) for such indemnification obligated to the Indemnified Party pursuant to Section 9.2 above, (the “Indemnifying Party”) in writing upon becoming aware of the Third Party Claim and (ii) transmit to the Indemnifying Party a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement written notice (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party ClaimClaim Notice”), ) describing in reasonable detail the facts and circumstances nature of the Third Party Claim, a copy of all papers served with respect to the subject matter of such claim or demand (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the Covered Losses incurred or suffered as a result thereof and providing all material documents reflecting or evidencing basis of the basis Indemnified Party’s request for such claim; provided that the failure indemnification under this Agreement. Failure to timely provide such notice Claim Notice shall not release affect the Indemnifying Party from any right of its obligations under this Article IXthe Indemnified Party’s indemnification hereunder, except to the extent that the Indemnifying Party suffers actual loss is prejudiced by such delay or prejudice as a result of such failure or delayomission. (b) The Indemnifying Party shall respond promptly have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this ARTICLE IX), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 9.4(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim for indemnification to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, andthe Indemnified Party agrees, in at the event sole cost and expense of any dispute in respect of a claim for indemnificationthe Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and the Indemnified Party shall negotiate in good faith bear its own costs and expenses with respect 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 timeparticipation. (c) Upon receipt of a notice of a Third-If the Indemnifying Party Claim for indemnity from an does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.2 or Section 9.3: (i) The Indemnifying Party will be entitled9.4(b), 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, then the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceedingdefend, and the Indemnifying Party shall bear the be reimbursed for its reasonable fees, costs cost and expenses of such separate counsel expense (but only if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and is actually ultimately determined to be entitled to indemnification hereunder) in regard to the Indemnifying Third Party in connection Claim with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c)circumstances, the Indemnified Party shall be entitled to assume defend any such Third Party Claim in good faith and have full control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel defense and at its own expense. Each of the Indemnifying Party and proceedings; provided, however, that the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of may not enter into any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense compromise or settlement of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Third Party Claim without the prior written consent of the Indemnified Party (not if indemnification is to be unreasonably withheldsought hereunder, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by without the Indemnifying Party; ’s consent (C) such Third-Party Claim does which consent shall not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to 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 9.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (ivd) Notwithstanding 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 foregoingIndemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) days within which to object or accept in writing such Direct Claim. Any such objection is called a “Notice of Claim Dispute.” If the Indemnifying Party does not so respond within such twenty (20) day period, the Indemnifying Party shall not will be entitled deemed to assume the defense of any Third-Party Claim if have rejected such claim, in which event the Indemnified Party is the only Person with actual or potential liability with respect will be free to the Third-Party Claim and pursue such remedies as may be available to the Indemnified Party irrevocably waives on the terms and subject to the provisions of this Agreement. Copies of each Notice of Claim Dispute shall be sent to Contributee and the Escrow Agent. If Contributee and Contributors fail to resolve any rights it may have objection contained in such Notice of Claim Dispute within twenty (20) days after the date the Notice of Claim Dispute is delivered to indemnification under this Article IX Contributee, then, at the request of either Party, they shall meet in an attempt to resolve an objection described in such Notice of Claim Dispute and reach a written agreement with respect to such Third-Party Claimobjection (a “Claim Settlement Agreement”). If Contributors and Contributee enter into a Claim Settlement Agreement, the objections contained in such Notice of Claim Dispute shall be deemed to be as resolved therein. If they are unable to resolve the objection described in such Notice of Claim Dispute within twenty (20) days after delivery to the recipient of such Notice of Claim Dispute, then Contributors and Contributee shall submit the objections contained in such Notice of Claim Dispute to arbitration as described in Section 9.5.

Procedures. (a) Any Person that may be entitled to be indemnified under this Article IX If any Party (the “Indemnified Party”) shall promptly notify receives notice of any Third Party Claim for which the other Party liable (or who may be liable) for such indemnification has an obligation to indemnify (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an ), the Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Partyshall, such claim or possible claim by a third party being a “Third-Party Claim”)as promptly as is reasonably possible, describing in reasonable detail the facts and 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 give the Indemnifying Party from notice of such Third Party Claim; provided, however, that failure to give such notice promptly shall only relieve the Indemnifying Party of any of its obligations under this Article IX, except indemnification obligation it may have hereunder to the extent that such failure diminishes the ability of the Indemnifying Party suffers actual loss to respond to or prejudice as a result of to defend against such failure or delay. (b) Third Party Claim. 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 consult and cooperate with each other regarding the response 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 any such Third-Third Party Claim, the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, Claim and the Indemnifying Party shall, upon its acknowledgment in writing of its obligation to indemnify, be entitled to and shall bear assume the reasonable fees, costs and expenses defense or represent the interests 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 (or any other applicable indemnified parties) in connection with the defense respect of the Third-such Third Party Claim, that would make representation by shall include the same right to select and direct legal counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or and other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related consultants to or otherwise arises appear 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 proceedings on behalf of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity (or any other applicable indemnified parties) and to participate in (but not control) the defense propose, accept or reject offers of such Third-Party Claim with its own counsel and settlement, all at its own expense. (ii) If the Indemnifying Party does not assume the defense and control sole cost; provided, however, that no such settlement that requires any payment or action by or admits wrongdoing of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party (or any other applicable indemnified parties) shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim made without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party . Nothing herein shall not be entitled to assume the defense of any Third-Party Claim if prevent the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim from retaining its own counsel and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party Claimparticipating in its own defense at its own cost and expense.

Procedures. (a) Any Person that may be entitled to be indemnified The party seeking indemnification under this Article IX Section 10 (the “Indemnified Party”) shall promptly notify agrees to give prompt notice to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “Indemnifying Party”) in writing upon becoming aware of a claim the assertion of any claim, or a possible claim against an Indemnified Party the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts Section and 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 will provide such notice shall not release the Indemnifying Party from any 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 under this Article IXhereunder, except to the extent that such failure shall have adversely affected the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delay. (b) Party. - 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 the right to employ one separate co-counsel and entitled to participate in the defense as 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 of record, if applicablefor such defense, in such Proceeding, and each case at its expense. - If the Indemnifying Party shall bear assume the reasonable fees, costs and expenses control 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-any Third Party Claim seeks an injunction or other equitable relief against in accordance with 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 provisions of the relevant Third-Party Claimthis Section 10, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned delayed or delayedconditioned) unless (A) 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, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified 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 Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the The Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release indemnification obligations with respect to any portion of a Third-Third Party Claim that is not fully indemnifiable shall be settled 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 (such Party, which consent shall not to be unreasonably withheld, conditioned delayed or delayed). (iv) Notwithstanding conditioned. - Each party shall cooperate, and cause their respective Affiliates to cooperate, in the foregoingdefense 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 shall not be entitled to assume fully informed of the defense of any Third-Third Party Claim if the conducted by such Indemnified Party. - Each Indemnified Party is the only shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person with actual or potential liability with respect alleged to the Third-Party Claim and the Indemnified Party irrevocably waives be responsible, for any rights it may have to indemnification Damages payable under this Article IX with respect to such Third-Party ClaimSection 10.

Procedures. (a) Any A Person that may be entitled to be indemnified under this Article IX seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss in respect of a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”) shall promptly notify deliver notice (a “Claim Notice”) in respect thereof to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which with reasonable promptness after receipt by such Indemnified Party may seek indemnity pursuant of notice of the Third Party Claim and the determination by such Indemnified Party that such Third Party Claim has given or could give rise to a right of indemnification under this Agreement (including a claim or possible claim by a third party against Agreement, and shall provide the Indemnified Party, Indemnifying Party with such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances information with respect to thereto as the subject matter Indemnifying Party may reasonably request. Without limiting the provisions 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 Section 8.1, the failure to provide such notice deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under Article VI and this Article IX, VIII except to the extent that the Indemnifying Party suffers actual loss or prejudice as a result of is materially prejudiced by such failure or delayfailure. (b) The If the Indemnifying Party shall respond promptly acknowledges in writing its obligation to any claim for indemnification by indemnify the Indemnified Party, and, in the event of Party against any dispute in respect of and all Losses that may result from a claim Third Party Claim that is exclusively for indemnificationcivil monetary damages at law, the Indemnifying Party and shall have the Indemnified Party shall negotiate in good faith to resolve such dispute for at least twenty (20) business days after notice of such claim andright, 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 upon written notice to the Indemnified Party delivered within twenty thirty (2030) business days of the receipt of notice a Claim Notice from the Indemnified Party in respect of such Third-Third Party Claim, to assume the defense and control of such Third-Party Claim (thereof at the expense of such Indemnifying Party). Notwithstanding an election to assume the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party (which expenses shall bear the reasonable fees, costs and expenses of such separate counsel if (Anot be applied against any indemnity limitation herein) 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 and reasonably satisfactory to the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Third Party Claim that primarily seeks equitable or injunctive relief or for any claim that would impose criminal liability or damages, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third Party Claims. If the Indemnifying Party does not expressly elect (or is not entitled) 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, with the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest (it being understood that, in such case, such legal fees and expenses may constitute Losses hereunder). If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss in respect of 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. Without limiting the provisions of Section 8.1, the failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under Article VI and this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the only Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or pursuant to Article VI and this Article VIII. 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 be conclusively deemed a Loss hereunder. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated for a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay or direct the Escrow Agent to release payment from the Indemnity Escrow Account, as applicable, 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 of the Buyer Indemnified Parties required under this Agreement shall be made, to the extent available, by prompt payment by the Escrow Agent (to the extent of any amounts then available in the Indemnity Escrow Account if applicable) or payment made by the Indemnifying Party (to the extent of any amounts not then available in the Indemnity Escrow Account if applicable) of the amount of Losses in connection therewith. With respect to indemnification required under this Agreement for Losses arising out of or relating to Fundamental Representations or Fundamental Pre-Closing Covenants, Losses arising out of or relating to the Earnout Obligations described in Section 5.8 or Losses described in Section 6.2, the Buyer may elect to payment by the Escrow Agent from the Indemnity Escrow Account as set forth in Section 8.5 or by payment made by 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 10.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with actual respect to such Action or potential liability the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere. (g) For purposes of this Article VIII, whether there has been a breach of a representation in Section 3.17 and the amount of Losses payable in connection with any such breach shall be determined without regard to any information set forth in the Disclosure Schedules (other than (i) solely with respect to the Third-Party Claim last sentence of Section 3.17(a), the information set forth in Schedule 3.17(a) of the Disclosure Schedules and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX (ii) solely with respect to such Third-Party Claimthe first sentence of Section 3.17(h), the identification of the Tax Actions set forth in Schedule 3.17(h) of the Disclosure Schedules).

Procedures. (a) Any Person that may be entitled to be indemnified seeking indemnification under this Article IX 11 (the “Indemnified Party”) shall promptly notify give prompt written notice to the Party liable (or who may Person from whom indemnification is to be liable) for such indemnification sought (the “Indemnifying Party”) in writing upon becoming aware of a the assertion of any claim or a possible claim against an Indemnified Party in respect the commencement of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim any Action by a any third party against the Indemnified Party, such claim or possible claim by a third party being a (“Third-Party Claim”); provided, describing in reasonable detail the facts and 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 of the Indemnified Party to provide such give notice as provided in this Section 11.03(a) shall not release the relieve any Indemnifying Party from any of its obligations under this Article IXSection 11.02, 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 actually prejudices the Indemnified Party, and, in the event rights of any dispute in respect of a claim for indemnification, the such Indemnifying Party and the Indemnified Party Party. Such notice 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 reasonable detail the Third-Party Claim and the basis for indemnity from an Indemnified Party pursuant to Section 9.2 or Section 9.3: indemnification (i) The Indemnifying Party will be entitled, by notice taking into account the information then available 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 ClaimThereafter, the Indemnified Party shall have the right deliver 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 interestParty, as advised by outside counsel for promptly as reasonably practicable following the Indemnified Party’s receipt thereof, between copies of all written notices and documents (including any court papers) received by the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX 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 Section 11.03, to assume control of, and defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third-Party Claim. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third-Party Claim, then the Indemnified Party may defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third-Party Claim. If the Indemnifying Party shall assume the defense of any Third-Party Claim, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third-Party Claim; provided, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, 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 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 or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party or any of its Affiliates. (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article 11), or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third-Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Procedures. (a) Any ARTICLE 11.2.1 Promptly after the receipt by any Person that may be entitled to be indemnified indemnity hereunder of notice under this Article IX paragraph 11.2, of any third party claim, suit, action or proceeding (a "Third Party Claim"), such Person (the “Indemnified "Aggrieved Party”") shall promptly notify the Party liable (or who may will, if a claim for indemnification with respect thereto is to be liable) for such made against any party obligated to provide indemnification pursuant to Article 11 (the “"Indemnifying Party”) in writing "), give such Indemnifying Party written notice of such Third Party Claim and shall permit the Indemnifying Party to assume the defense of any such Third Party Claim, and, upon becoming aware of a claim or a possible claim against an Indemnified such assumption, shall cooperate fully with the Indemnifying Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter conduct 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 claimdefense; provided provided, however, that the any failure to provide such notice shall not release constitute a waiver of the Indemnifying Party from any of its Party's indemnity obligations under this Article IX, 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 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 will not have 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 right to assume the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Third Party Claim that is not fully indemnifiable by the Indemnifying Party hereunderseeks criminal penalties. Whether or not If the Indemnifying Party assumes the defense of a Third-any such Third Party Claim, no Indemnified the Aggrieved Party will admit any Liabilitymay participate in, or but not control, at its expense, the defense of such Third Party Claim. The Indemnifying Party shall not, in the defense of such Third Party Claim, consent to the entry of any judgment judgment, except with the written consent of the Aggrieved Party, or enter into any settlement or compromisesettlement, except with respect to a Third-Party Claim for which the Indemnifying Party may have any liability hereunder without the prior 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 from all liability in respect of such Third Party Claim. All awards and costs payable by a third party to the Aggrieved Party or the Indemnifying Party (such consent not shall belong to be unreasonably withheld, conditioned or delayed)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 (ivsubject to the applicable limitation set forth in Section 11.3) Notwithstanding in such Third Party Claim less the foregoingMinimum 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 not be entitled to assume promptly reimburse the defense Aggrieved Party for the amount of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX judgment rendered with respect to such Third-Third Party Claim and of all expenses, legal or otherwise, incurred by the Aggrieved Party in the defense against such Third Party Claim. ARTICLE 11.2.3 If there shall be any conflicts between the provisions of this Section 11.2 and Section 7.7.3 (relating to Tax contests), the provisions of Section 7.7.3 shall control with respect to Tax contests. ARTICLE

Procedures. (ai) Any Person that may be entitled to be indemnified making a claim for indemnification under this Article IX Section 9.1 or Section 9.2 (the an “Indemnified Party”) shall promptly notify the Party liable party against whom indemnification is sought (or who may be liable) for such indemnification (the an “Indemnifying Party”) of the claim in writing upon becoming aware promptly after receiving notice of a claim any action, lawsuit, proceeding, investigation, demand or a possible other claim against an the Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being (a “Third-Party Claim”), describing the Third-Party Claim, the amount thereof (if known and quantifiable) and the basis thereof in reasonable detail the facts and 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 claimdetail; provided that the failure to provide such notice so notify an Indemnifying Party shall not release relieve the Indemnifying Party from any of its obligations under this Article IXhereunder, except to the extent that (and only to the extent that) such failure shall have caused the indemnifiable Losses to be greater than such Losses would have been had the Indemnified Party given 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 prompt 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 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 expensehereunder. (ii) If the Any 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 at such Indemnifying Party’s expense, and at its own expenseoption shall be entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided that (x) the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for all Losses related to such Third-Party Claim and (y) the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim and to employ counsel of its choice for such purpose (provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party and shall not be recoverable from such Indemnifying Party under this Article IX). Each Notwithstanding the foregoing, if the Indemnified Party shall have determined in good faith and upon advice of counsel that (x) an actual or likely conflict of interest makes representation of the Indemnifying Party and the Indemnified Party shallby the same counsel inappropriate or (y) the defendants in, or targets of, any such action or proceeding include both the Indemnified Party and an Indemnifying Party, and the Indemnified Party shall cause have reasonably concluded that there may be legal defenses available to it or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action or proceeding on behalf of the Indemnified Party), then, in each case, the Indemnified Party may, upon notice to the Indemnifying Party, engage separate counsel, and the reasonable fees and expenses of its respective Representatives to, reasonably cooperate with such separate counsel shall be borne by the other in Indemnifying Party to the extent the Third-Party Claim is indemnifiable hereunder. (iii) Upon assumption of the defense of any such Third-Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of the Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If unless the Indemnifying Party has assumed consents in writing (such consent not to be unreasonably withheld or delayed) to such payment or unless a final judgment from which no appeal may be taken by or on behalf of the defense and control of a Third-Indemnified Party Claimis entered against the Indemnified Party for such Liability. Notwithstanding anything to the contrary herein, it the Indemnifying Party shall not be authorized to consent to a settlement compromise or compromise ofsettle, or the entry of admit any judgment arising fromLiability with respect to, any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld, conditioned withheld or delayed) ), unless (Ax) the relief consists solely of money damages (all of which the Indemnifying Party shall pay), (y) such settlement or compromise includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto and (z) such settlement or compromise does not include any admission of fault or wrongdoing on the part of the Indemnified Party. (iv) In all cases with respect to Third-Party Claims, the Parties shall provide reasonable cooperation to each other in defense of such Third-Party Claims, including by making employees, information and documentation reasonably available (including for purposes of fact finding, consultation, interviews, depositions and, if required, as a condition witnesses) and providing such information, testimony and access to settlementtheir books and records, is given a complete during normal business hours and unconditional release upon reasonable notice, in each case as shall be reasonably necessary in connection with the contest or defense. (v) If the Indemnifying Party shall not reasonably assume the defense of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only , or fails to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party competently prosecute or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that is not fully indemnifiable by the Indemnifying Party hereunder. Whether or not the Indemnifying Party assumes withdraws from the defense of a any such 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is may defend against such matter, at the only Person Indemnifying Party’s expense, in a manner consistent with actual or potential liability with respect to the Third-Party Claim and above provisions regarding conduct of the defense by the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party ClaimParty.

Procedures. (ai) Any Person that may be entitled Promptly after receipt by an Indemnified Party of notice of the commencement of any Proceeding with respect to be indemnified under this Article IX (the “which an Indemnified Party”) Party demands indemnification or advancement of Expenses hereunder, such Indemnified Party shall promptly notify the Party liable (or who may be liable) for such indemnification (the “Indemnifying Party”) Company in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Partycommencement thereof, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 so notify the Company shall not release the Indemnifying Party relieve it from any of its obligations under this Article IXliability that it may have to an Indemnified party, 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 has materially prejudiced the Company's ability to any claim for indemnification by the Indemnified Party, and, provide a defense in the event of any dispute in respect of a claim for indemnification, Proceeding. The Company shall have 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 right to assume the defense of such Third-Party Claimany Proceeding, but the Indemnified Party Parties collectively shall have the right right, at the expense of the Company, to employ retain not more than one separate co-counsel and to participate in the defense as counsel of record, if applicable, their choice to represent the Indemnified Parties 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 . The counsel for the Indemnified PartyParties may participate in, 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 expenseProceeding. (ii) If The indemnity provided for herein shall cover the Indemnifying Party does not assume the defense and control amount of any Third-Party Claim pursuant to this Section 9.4(c), the settlements entered into by an Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying in connection with any claim for which an Indemnified Party may nonetheless participate in be indemnified hereunder; provided that, no settlement binding on an Indemnified Party may be made without the defense consent of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying an Indemnified Party and the Indemnified Party shall, and Company (which consent shall cause each of its respective Representatives to, not be reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protectionwithheld). (iii) If Any indemnification hereunder shall be made no later than 45 days after receipt by the Indemnifying Party has assumed Company of the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent request of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party Claim.

Procedures. (a) Any Person that 6.3.1. Except as may be entitled to be indemnified otherwise provided in this Agreement, the party seeking indemnification under this Article IX Section 6.2 (the “Indemnified Party”) shall promptly notify comply with the procedures set forth in this Section 9.03. 6.3.2. The Indemnified Party liable (or who may be liable) for such indemnification agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an Indemnified Party the assertion Claim in respect of which indemnity may be sought under such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts Section and 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 will provide such notice shall not release the Indemnifying Party from any 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 under this Article IXhereunder, except to the extent that such failure shall have adversely prejudiced the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delayParty. (b) 6.3.3. 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 the right to employ one separate co-counsel and entitled to participate in the defense as of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel of recordfor such defense, if applicable, but in such Proceeding, and each case at its expense. 6.3.4. If the Indemnifying Party shall bear assume the reasonable fees, costs and expenses control 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-any Third Party Claim seeks an injunction or other equitable relief against in accordance with the Indemnified Party; or provisions of this Section 6.3.4, (Ci) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld) before entering into any settlement of such Third Party Claim, conditioned but such consent may be withheld if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, the settlement imposes injunctive or delayed) unless (A) other equitable relief against the Indemnified Party or the settlement would result in the imposition of additional costs in the operations of 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; (Bii) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified shall be entitled to participate in the defense of such Third Party Claim at its own expense and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnifying Indemnified Party; (C) such Third-. 6.3.5. Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party and shall furnish or finding cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or admission of any violation of Law or admission of any wrongdoing by any Indemnified Partyappeals, as may be reasonably requested in connection therewith; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubtprovided, that the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion compensate the Indemnified Party for the reasonable cost of a Third-Party Claim that is not fully indemnifiable time spent by the Indemnifying Party hereunder. Whether or not the Indemnifying Party assumes Indemnified Party’s employees (including Sellers, in their capacity as such) in connection with 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-third Party Claim. 6.3.6. 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 Losses payable under Section 6.2.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) Any If any Person that may be entitled to be indemnified seek indemnification under this Article IX Section 10.2 or Section 10.3 (the an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a Third Party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 10.2 or Section 10.3 the Indemnified Party shall promptly (i) notify the Party liable (or who may be liable) for such against whom indemnification is sought (the “Indemnifying Party”) in writing upon becoming aware of the Third Party Claim and (ii) transmit to the Indemnifying Party a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement written notice (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party ClaimClaim Notice”), ) describing in reasonable detail the facts and circumstances nature of the Third Party Claim, a copy of all papers served with respect to the subject matter of such claim or demand (if any), the Indemnified Party’s best estimate of the amount of Damages attributable to the Third Party Claim, if known, and the Covered Losses incurred or suffered as a result thereof and providing all material documents reflecting or evidencing basis of the basis Indemnified Party’s request for such claim; provided that the failure indemnification under this Agreement. Failure to timely provide such notice Claim Notice shall not release affect the Indemnifying Party from any right of its obligations under this Article IXthe Indemnified Party’s indemnification hereunder, except to the extent that (and then only to the extent) the Indemnifying Party suffers actual loss or prejudice as a result of is prejudiced by such failure or delayfailure. (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 defend 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-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 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 who shall be reasonably satisfactory to the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), by all appropriate proceedings, to a final conclusion or settlement at 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 discretion of the Indemnifying Party in accordance with this Section 10.5(b). The Indemnifying Party shall have full control of such defense 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 Claimproceedings, 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 theretocompromise or settlement thereof; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not shall be required with respect to be unreasonably withheld, conditioned any such compromise or delayed) unless settlement if (A) the Indemnified Party, Party or any of its Affiliates would be required to pay any monetary damages as a condition to result of such compromise or settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) such compromise or settlement requires any admission of guilt or wrongdoing on the damages payable under the settlement are limited only to monetary payments for which part of the Indemnified Party is or contains any sanction, restriction or relief that would adversely affect the conduct of any business of the Indemnified Party or its Affiliates in any material respect or (C) such compromise or settlement does not fully indemnified and unconditionally release the Indemnified Party with respect to such Third Party Claim. If requested 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 , the Indemnified Party or finding or admission agrees, at the sole cost and expense of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, to reasonably cooperate with the Indemnifying Party shall have no obligation or right to obtain or agree to and its counsel in contesting any settlement, compromise, discharge or release with respect to any portion of a Third-Third Party Claim that 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 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 have participate in, but not control, any liability hereunder without defense or settlement of any Third Party Claim controlled by the prior written consent of Ind emnifying Party pursuant to this Section 10.5(b), and the Indemnifying Indemnified Party (shall bear its own costs and expenses with respect to such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding participation; provided that notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of any Third-Party Claim if the Indemnified Party is if (x) the only Person Indemnified Party’s outside counsel shall have reasonably concluded and advised in writing (with actual or potential liability with respect a copy to the Third-Indemnifying Party) that there are defenses available to such Indemnified Party Claim 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 irrevocably waives any rights it on account of Damages that does not result from a Third Party Claim (a “Direct Claim”) must be asserted by giving the Indemnifying Party written notice thereof prior to the expiration of the applicable survival period set forth in Section 10.1. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and indicate the estimated amount, if reasonably practicable, of Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) Business Days within which to indemnification under this Article IX with respect respond in writing to such Third-Direct Claim. If the Indemnifying Party Claimdoes not so respond within such twenty (20) Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (d) Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds realized by and paid to the Indemnified Party in respect of such claim.

Procedures. (a) Any Person that may In order for a Purchaser Indemnitee to be entitled to be indemnified any indemnification provided for under this Article IX Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any third party against the Indemnified Party (the a “Indemnified PartyThird Party Claim”) ), such Purchaser Indemnitee shall promptly notify deliver notice thereof to the Party liable (or who may be liable) for such indemnification against whom indemnity is sought (the “Indemnifying Party”) in writing upon becoming aware promptly after receipt by such Purchaser Indemnitee of written notice of the Third Party Claim attaching, if applicable, a claim or a possible claim against an Indemnified Party in respect copy of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Third Party Claim”), describing in reasonable detail the facts and 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 . The failure to provide such notice notice, however, shall not release the Indemnifying Party from any of its obligations under this Article IX, VI except to the extent that the Indemnifying Party suffers actual loss or prejudice as a result of is materially prejudiced by such failure or delayfailure. (b) The If the Indemnifying Party shall respond promptly acknowledges in writing its obligation to indemnify the Purchaser Indemnitee against any claim for indemnification by and all Losses that may result from a Third Party Claim pursuant to the Indemnified Party, and, in the event terms of any dispute in respect of a claim for indemnificationthis Agreement, the Indemnifying Party and shall have the Indemnified Party shall negotiate in good faith to resolve such dispute for at least twenty (20) business days after notice of such claim andright, 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 upon written notice to the Indemnified Party delivered Purchaser Indemnitee within twenty ten (2010) business days of the receipt of notice from the Purchaser Indemnitee of the commencement of such Third-Third Party Claim, to assume the defense and control of such Third-Party Claim (thereof at the expense of such the Indemnifying Party)Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and satisfactory to the Purchaser Indemnitee. Notwithstanding an election The Indemnifying Party shall be 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-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 Indemnified Party Purchaser Indemnitee shall have the right to employ one separate co-counsel and to participate in the defense as counsel of recordthereof, if applicable, in such Proceeding, and but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such separate counsel if shall be at the expense of the Purchaser Indemnitee unless (Ai) there exists the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party, or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Purchaser Indemnitee and the Indemnifying Party, and the Purchaser Indemnitee reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Purchaser Indemnitee may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, as advised by outside counsel for the Indemnified Purchaser Indemnitee shall, at the Indemnifying Party’s expense, between the Indemnified Party and cooperate with the Indemnifying Party in connection with 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 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-Third Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c)not, the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldPurchaser Indemnitee, conditioned enter into any settlement or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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, compromise or consent to the entry of any judgment or enter into any settlement or compromise, with respect to a Third-such Third Party Claim if such settlement, compromise or judgment (x) involves a finding or admission of wrongdoing, (y) does not include an unconditional written release by the claimant or plaintiff of the Purchaser Indemnitee from all liability in respect of such Third Party Claim, or (z) imposes equitable remedies or any obligation on the Purchaser Indemnitee other than solely the 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. (d) No Indemnifying Party shall 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 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 which an action in respect of 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 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 obligations under this Article VI 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 hereunder without that it may have to the prior written consent 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 Indemnification Claim shall be conclusively deemed a liability of the Indemnifying Party (such consent not to hereunder and shall be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding paid upon demand of the foregoing, 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 not be entitled 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 assume the defense Escrow Agreement, as applicable, without prejudice to or waiver of any Third-Party Claim if the Indemnified Party’s claim for the difference. If the Indemnifying Party is notifies the only Person Purchaser Indemnitee in writing within ten (10) days following the Indemnifying Party’s receipt of an Indemnification Claim that the Indemnifying Party disputes all or a portion of its liability thereunder, either Party may seek to resolve the matter in accordance with actual or potential liability with respect the terms of Section 7.12 hereof; provided however, that the fourteen (14) day period referred to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have in Section 7.12(b) shall be reduced to indemnification under this Article IX with respect to such Third-Party Claimfive (5) days.

Procedures. (a) Any Person that may be entitled to be indemnified under this Article IX If any ▇▇▇▇▇▇▇▇ Indemnitee or Tandy Indemnitee (the each, an “Indemnified Party”) believes that it has suffered or incurred or will suffer or incur any Losses for which it is entitled to indemnification under this Article IX, such Indemnified Party shall promptly so notify the Party liable (or who may be liable) for such Parties from whom indemnification is being claimed (the “Indemnifying Party”) with reasonable promptness and reasonable particularity in writing upon becoming aware light of the circumstances then existing. If any action at law or suit in equity is instituted by or against a third party with respect to which any Indemnified Party intends to claim any Losses, such Indemnified Party shall promptly notify the Indemnifying Party of such action or a possible claim against suit. The failure of an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to give any notice required by this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter Section shall not affect any 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 from any of its obligations Party’s rights under this Article IX, IX or otherwise except and to the extent that the Indemnifying Party suffers actual loss or prejudice as a result of such failure is actually prejudicial to the rights or delayobligations of the Indemnified Party. (b) The Indemnifying Party shall respond promptly to Upon being given notice of any third party claim for indemnification by the against an 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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation the right upon written notice to the Indemnified Party to assume the defense and conduct and control, through counsel of its choosing, of such third party claim, action or right to obtain suit contemplated by Section 9.2(b) or agree to any settlement9.3(b), compromise, discharge or release as applicable. The Indemnified Party shall cooperate in all reasonable respects with respect to any portion of a Third-Party Claim that is not fully indemnifiable by the Indemnifying Party hereunderand its attorneys in the investigation, trial and defense of the third party claim and any appeal arising therefrom. Whether or not the Indemnifying Party assumes Upon assuming the defense of a Third-Party Claimthird 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 compromise or settle the same, provided either that (i) the settlement shall include as an unconditional term thereof the giving of a complete release from liability with respect to such action or suit to the Indemnified Party or (ii) the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement and the Indemnified Party shall have consented in advance in writing to the proposed compromise or settlement (which consent shall not be unreasonably withheld). The Indemnifying Party shall permit the Indemnified Party to participate in the defense of any liability hereunder such action or suit through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall be borne by the Indemnified Party. If the Indemnifying Party undertakes to conduct and control the conduct and settlement of such action or suit, the Indemnifying Party shall not thereby permit to exist any Encumbrance upon any asset of the Indemnified Party as a result of the claim being indemnified. The Indemnifying Party shall permit the Indemnified Party to participate in any settlement negotiations through counsel chosen by the Indemnified Party (at its own cost and expense). If an Indemnifying Party fails to assume the defense of a third party claim within fifteen (15) calendar days after receipt of the notice of the third party claim as provided above, the Indemnified Party against which such third party claim has been asserted will upon delivering notice to such effect to the Indemnifying Party have the right to undertake, at the Indemnified Party’s cost, risk and expense, the defense, compromise or settlement of such Third Party Claim on behalf of and for the account and risk of Indemnifying Parties; provided, however, that such third party claim shall not be compromised or settled without the prior written consent of the Indemnifying Party (such which consent shall not to be unreasonably withheld). If the Indemnified Party assumes the defense of the third party claim, conditioned or delayed). (iv) Notwithstanding the foregoing, Indemnified Party will keep the Indemnifying Party shall not be entitled to assume reasonably informed of the defense progress of any Third-Party Claim if the Indemnified Party is the only Person with actual such defense, compromise or potential liability with respect settlement of any action effected pursuant to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party Claimin accordance herewith.

Procedures. (a) Any Person that may Other than with respect to an indemnification claim for Taxes (which shall be entitled to be indemnified governed by Article 8), the party seeking indemnification under this Article IX Section 11.02 (the “Indemnified Party”) shall promptly notify agrees to give prompt notice to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “Indemnifying Party”) in writing upon becoming aware of a claim the assertion of any claim, or a possible claim against an Indemnified Party the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts Section and 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 will provide such notice shall not release the Indemnifying Party from any 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 under this Article IXhereunder, except to the extent that such failure shall have adversely prejudiced the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delayParty. (b) The Indemnifying Party shall respond promptly be entitled to participate in the defense of any claim for indemnification Claim asserted by the Indemnified Party, any third party (“Third Party Claim”) and, in subject to 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 limitations set forth in this Agreement; provided that nothing herein Section 11.03, shall preclude any be entitled to control the defense of such Third Party from seeking performance or other equitable relief Claim and appoint lead counsel for such defense, in each case at any timeits expense. (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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and If the Indemnifying Party shall bear assume the reasonable fees, costs and expenses control 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-any Third Party Claim seeks an injunction or other equitable relief against in accordance with the Indemnified Party; or provisions of this Section 11.03, (C1) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned or delayed) unless before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (A2) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnified Party, 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 conflict or potential conflict exists between the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party that would make such separate representation advisable. (d) Each party shall have no obligation cooperate, and cause their respective Affiliates to cooperate, in the defense or right to obtain or agree to prosecution of any settlement, compromise, discharge or release with respect to any portion of a Third-Third Party Claim that is not fully indemnifiable by and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate to the extent required under applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party hereunder. Whether or not 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 assumes the defense of a Third-Party Claim, no Indemnified Party will admit any Liability, or consent and pay 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 extent of the Indemnifying value of the benefit to the Indemnified Party of that mitigation (such consent not to be unreasonably withheld, conditioned or delayed)less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (ivf) Notwithstanding the foregoing, the Indemnifying Each Indemnified Party shall not use reasonable best efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be entitled to assume the defense of responsible, for any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification Damages payable under this Article IX with respect to such Third-Party ClaimSection 11.02.

Procedures. (a) Any Person that may be entitled to be indemnified The party seeking indemnification under this Article IX Section 11.02 (the “Indemnified Party”) shall promptly notify agrees to give prompt notice to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “Indemnifying Party”) in writing upon becoming aware of the assertion of any claim (whether by a claim third party or a possible claim against an Indemnified Party any party hereto), or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified PartySection, such claim or possible claim by a third party being a “Third-Party Claim”), describing specifying in reasonable detail the facts basis and circumstances with respect to factual background for the subject matter of such claim or demand Claim and the Covered Losses incurred or suffered as a result thereof amount of Damages sought, and providing all material documents reflecting or evidencing the basis for such claim; provided that the failure to will provide such notice shall not release the Indemnifying Party from such information with respect thereto that the Indemnifying Party may reasonably request. The failure to give such notice will not, however, relieve the Indemnifying Party of any of its obligations under this Article IX, liability hereunder except and only to the extent that the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delayit is actually prejudiced thereby. (b) The Indemnifying Party shall respond promptly be entitled to participate in the defense of any claim for indemnification Claim asserted by the Indemnified Party, any third party (“Third Party Claim”) and, in subject to 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 limitations set forth in this Agreement; provided that nothing herein Section, shall preclude any Party from seeking performance or other equitable relief be entitled to control and appoint lead counsel for such defense, in each case at any timeits expense. (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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and If the Indemnifying Party shall bear assume the reasonable fees, costs and expenses control 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-any Third Party Claim seeks an injunction or other equitable relief against in accordance with the Indemnified Party; or provisions of this Section 11.03, (Ci) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release before entering into any settlement of any and all Liabilities by all relevant parties to such Third-Third Party Claim; (B) the damages payable under , if the settlement are limited only to monetary payments for which does not release the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; from all liabilities and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX obligations with respect to such Third-Third Party ClaimClaim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause its respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party shall 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 11.02.

Procedures. (a) Any Except as otherwise provided in Section 5.7.6, claims for indemnification under this Agreement will be asserted and resolved as follows: 7.3.1 If any Person that may be who or which is entitled to be indemnified seek indemnification under this Article IX Section 7.2 (the an “Indemnified Party”) shall receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third Person (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 7.2, the Indemnified Party will promptly (i) notify the Party liable (or who may be liable) for such party against whom indemnification is sought (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Third Party Claim, and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”), ) describing in reasonable detail the facts and circumstances nature of the Third Party Claim, a copy of all papers served with respect to the subject matter of such claim or demand (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the Covered Losses incurred or suffered as a result thereof and providing all material documents reflecting or evidencing basis of the basis Indemnified Party’s request for such claim; provided that the failure indemnification under this Agreement. Failure to timely provide such notice shall Claim Notice will not release affect the Indemnifying Party from any right of its obligations under this Article IXthe Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. 7.3.2 The Indemnifying Party will have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party 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 elects to assume the defense of the Third Party Claim (such Third-election to be without prejudice to the right of the Indemnifying Party Claimto dispute whether such claim is an indemnifiable Loss under this Section 7), then the Indemnified Indemnifying Party shall will have the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in defend such Proceeding, and the Indemnifying Third 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 Claim 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 who will be reasonably satisfactory to the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), by all appropriate proceedings, to a final conclusion or settlement at 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 discretion of the Indemnifying Party in accordance with this Section 7.3.2. The Indemnifying Party will have full control of such defense 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 Claimproceedings, 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 theretocompromise or settlement thereof; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall will not be authorized to consent to a enter into any settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim agreement without the prior written consent of the Indemnified Party (which consent will not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). ; provided further, that such consent will not be required if (ivi) Notwithstanding the foregoingsettlement agreement contains a complete and unconditional general release by the third Person asserting the claim of all Indemnified Parties affected by the claim, and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party shall not be entitled and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to assume contest, including the defense making of any Third-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 7.3.2, and the Indemnified Party will bear its own costs and expenses with respect to such participation. 7.3.3 If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.3.2, then the Indemnified Party will have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is the only Person with actual or potential liability with respect actually entitled to indemnification hereunder) in regard to the Third-Third Party Claim and with counsel selected by the Indemnified Party irrevocably waives (who will be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings will be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party will defend any rights it such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may have not enter into any compromise or settlement of such Third Party Claim if indemnification is to indemnification under be sought hereunder, without the Indemnifying Party’s consent (which consent will 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 Article IX Section 7.3.3, and the Indemnifying Party will bear its own costs and expenses with respect to such Third-participation. 7.3.4 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. 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 Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of ten (10) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such ten (10) Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. 7.3.5 Each Party will use commercially reasonable efforts to make applicable insurance claims with respect to any claim for which it is seeking indemnification pursuant to this Section 7.

Procedures. (a) Any Person that may be entitled to be indemnified under this Article IX If any DAKP Indemnified Party or any PTS Indemnified Party (the an “Indemnified Party”) shall promptly notify receives notice of the assertion or commencement of any Third-Party liable (Claim against or who may be liable) for involving such Indemnified Party with respect to which the Person against whom or from which such indemnification is being sought (the an “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an is obligated to provide indemnification under this Agreement, the Indemnified Party in respect of which shall give such Indemnified Indemnifying Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 claimprompt written notice thereof; provided that the failure to provide give such notice shall not release affect the Indemnifying rights or obligations of any Indemnified Party from any of its obligations under this Article IX, except and only to the extent that the that, as a result of such failure, an Indemnifying Party suffers can demonstrate actual loss or prejudice as a result of such failure or delay. (b) The Indemnifying Party shall respond promptly to any claim failure. Except as provided for indemnification by the Indemnified Party, and, in the event of any dispute in respect of a claim for indemnificationimmediately following sentence, the Indemnifying Party shall have the right to control the defense of any Third-Party Claim, and the Indemnified Party shall negotiate have the right to participate in good faith the defense of any Third-Party Claim at such Indemnified Party’s sole expense and by such Indemnified Party’s own counsel (which will be reasonably satisfactory to 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 Party). Notwithstanding the Indemnified Party may exercise any and all remedies set forth immediately preceding sentence, (i) 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 the case of a Third-Party Claim for indemnity from an with respect to which PTS is obligated to provide indemnification under Section 7.2(a)(iii), at DAKP’s election, DAKP or another DAKP Indemnified Party pursuant shall have the right 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, and PTS shall have the right to participate in such defense at PTS’ sole expense and by PTS’ own counsel (which will be reasonably satisfactory to the DAKP), (ii) in the case of a Third-Party Claim with respect to which DAKP is obligated to provide indemnification under Section 7.2(b)(iii), at PTS’s election, PTS or another PTS Indemnified Party shall have the right to employ one separate co-counsel and to participate in control the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and DAKP shall keep have the right to participate in such Persons informed of all developments relating defense at DAKP’s sole expense and by DAKP’s own counsel (which will be reasonably satisfactory to any such Third-Party Claimsthe PTS), and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If in the Indemnifying Party has assumed the defense and control case of a Third-Party ClaimClaim with respect to which both PTS is obligated to provide indemnification under Section 7.2(a)(iii) and DAKP is obligated to provided indemnification under Section 7.2(b)(iii), it the Parties shall not be authorized to consent to a settlement or compromise of, or mutually agree on the entry control of any judgment arising from, any the defense of such Third-Party Claim without Claim. (b) Without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned conditioned, or delayed) unless (A) ), the Indemnified Party, as a condition to settlement, is given a complete and unconditional release Indemnifying Party shall not enter into any settlement of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) Claim which would lead to any Liability or create any financial or other obligation on the damages payable under part of the settlement are limited only to monetary payments Indemnified Party for which the Indemnified Party is fully indemnified by not entitled to indemnification hereunder, or which provides for injunctive or other non-monetary relief applicable to the Indemnified Party, or which does not include an unconditional release of all Indemnified Parties. If a firm offer is made to settle a Third-Party Claim without leading to Liability or the creation of a financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder and the Indemnifying Party; Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within ten (C10) days after its receipt of such notice, then the Indemnified Party may continue to contest or defend such Third-Party Claim does not involve any non-monetary relief and, in such event, the maximum Liability of any kind (including any injunctive relief) against any Indemnified the Indemnifying Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of as to such Third-Party Claim would shall not have a material impact on exceed the Business after the Closing (in the case amount of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party)such settlement offer. For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 Without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned conditioned, or delayed), the Indemnified Party shall not enter into any settlement of any Third Party claim subject to indemnification hereunder. (ivc) Notwithstanding The party not controlling the foregoingdefense of a Third-Party Claim and its Affiliates (collectively, the Indemnifying “Non-Controlling Party”) shall provide the party controlling the defense of such Third-Party shall not be entitled Claim (the “Controlling Party”) with reasonable access during normal business hours to assume books, records, and employees of the Non-Controlling Party reasonably necessary in connection with the Controlling Party’s defense of any Third-Party Claim if that is the subject of a claim for indemnification by an Indemnified Party is hereunder; provided, however, that in no event will any Non-Controlling Party be required to provide the only Person Controlling Party with actual any documentation or potential liability other materials that will, as determined in good faith by the applicable Non-Controlling Party, adversely affect the attorney-client or other privilege of such Non-Controlling Party; provided further that, prior to denying any such access due to a determination that such access will adversely affect an attorney-client or other privilege, the Non-Controlling Party will negotiate in good faith with respect the Controlling Party a joint defense or other agreement to the provide for such access while maintaining any such privilege. (d) Any claim by an Indemnified Party on account of Damages which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by giving the Indemnifying Party reasonably prompt written notice thereof; provided that failure to give such notice shall not affect the rights or obligations of any Indemnified Party except and only to the extent that, as a result of such failure, an Indemnifying Party can demonstrate actual loss or prejudice as a result of such failure. The Indemnifying Party shall have a period of twenty (20) days from the date of receipt of such notice within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such twenty (20) day period, the Indemnifying Party shall be deemed to have conclusively accepted all Liabilities reflected in such claim, and the Indemnified Party irrevocably waives any rights it shall thereupon be free to pursue such remedies as may have be available to indemnification under the Indemnified Party on the terms and subject to the provisions of this Article IX with respect Agreement. Any disputes pursuant to such Third-Party Claimthis Section 7.3(d) shall be resolved pursuant to Section 8.8.

Procedures. (a) Any Person that may be party entitled to be indemnified under this Article IX (indemnification hereunder shall give prompt notice to the “Indemnified Party”) shall promptly notify the Party liable (or who may be liable) for such indemnifying party of any third party claim with 769633.6 CHI1 1860180v.6 respect to which it seeks indemnification (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the 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 do so shall not release preclude such party’s right to indemnification if such failure does not materially prejudice the Indemnifying Party from any of its obligations under this Article IXindemnifying party, except and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished 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 prejudice), and permit 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 indemnifying party to assume the defense of such Third-Party Claim, claim with counsel reasonably satisfactory to the Indemnified Party indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ one separate co-counsel and to participate in the defense as counsel of recordsuch claim, if applicable, in such Proceeding, and but the Indemnifying Party shall bear the reasonable fees, costs fees and expenses of such separate counsel if shall be at the expense of such indemnified person unless (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 controli) the defense of indemnifying party has agreed to pay such Third-Party Claim with its own counsel and at its own expense. fees or expenses, or (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third indemnifying party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled failed to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim such claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect employ counsel reasonably satisfactory to such Third-Party Claimperson. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claim.

Procedures. (a) Any Person that may be entitled to be indemnified The party seeking indemnification under this Article IX Section 8.02 (the “Indemnified Party”"INDEMNIFIED PARTY") shall promptly notify agrees to give prompt written notice to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing upon becoming aware of a claim the assertion of any claim, or a possible claim against an Indemnified Party the commencement of any suit, action or proceeding ("CLAIM") in respect of which indemnity may be sought under such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts Section and 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 will provide such notice shall not release the Indemnifying Party from any such information with respect thereto as the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Article IXhereunder, except to the extent that such failure shall have actually prejudiced in any material respect the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delayParty. (b) The Indemnifying Party shall respond promptly to any claim for indemnification by the Indemnified Partyshall, 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 subject to the Indemnified Party delivered within twenty (20) business days provisions of the receipt of notice of such Third-Party Claimthis Section 8.03, be entitled to assume the defense and control of such Third-Party any Claim asserted by a third party (at the expense of such Indemnifying Party). Notwithstanding an election to assume the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A"THIRD PARTY CLAIM") 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 but shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Third Party Claim with its own counsel and and, subject to Section 8.03(e), at its own expense. (ii) If ; provided that prior to assuming control of such defense, the Indemnifying Party does must acknowledge that it would have an indemnity obligation for any Damages resulting from such Third Party Claim as provided under this Article 8. Notwithstanding the foregoing, the Company shall have the right, but not the obligation, to assume the defense and control of any ThirdThird Party Claim if (i) the Third Party Claim relates to or arises out of any Environmental Liabilities at or affecting any Contributed Real Property, (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (iii) the Third Party Claim seeks an injunctive or other non-monetary relief against the Indemnified Party. (c) The party assuming the defense and control of a Third Party Claim (the "CONTROLLING PARTY") shall take all steps necessary in the defense or settlement of such Third Party Claim, and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The other party shall, and shall cause its controlled Affiliates to, cooperate fully with the Controlling Party in the defense of any Third Party Claim defended by the Controlling Party, including by making relevant personnel reasonably available to the Controlling Party in connection with such defense. (d) Notwithstanding anything in this Section 8.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party (which consent shall not be unreasonably withheld or delayed), settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless the claimant provides to such other party an unqualified release from all liability in respect of the Third Party Claim. Notwithstanding the foregoing, if a bona fide settlement offer solely for money damages is made in writing by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party's willingness to accept the settlement offer and, subject to the applicable limitations on the Indemnifying Party's indemnification obligations under this Article 8, pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Third Party Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party Claim that the Indemnifying Party has an obligation to pay under this Article 8 shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnified Party declined to accept plus the aggregate Damages of the Indemnified Party relating to such Third Party Claim through the date of its rejection of the settlement offer or (B) the aggregate Damages of the Indemnified Party with respect to such Third Party Claim. If the Indemnifying Party makes any payment on any Third Party Claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Third Party Claim. (e) The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel incurred by each Indemnified Party in defending any Third Party Claim prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or if the Indemnified Party assumes the defense of a Third Party Claim pursuant to this the last sentence of Section 9.4(c8.03(b), . After the Indemnified Party shall be entitled to assume and control such defense, but date the Indemnifying Party may nonetheless participate in assumes control of the defense of such Third-the Third Party Claim, the Indemnifying Party shall also be liable for the reasonable fees and expenses of one separate counsel (and one local counsel in each applicable jurisdiction) incurred by the Indemnified Parties in defending any Third Party Claim with its own counsel and at its own expense. Each if representation of both the Indemnifying Party and the Indemnified Party shall, and shall cause each by the same counsel would create a conflict of its respective Representatives to, reasonably cooperate with interest. (f) In the other in event that the Indemnifying Party does not accept the defense of any Third-Third Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any Claim or the Indemnified Party assumes the defense of such Third-a 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 Claim pursuant to the extent that (A) applicable Law requires such Party or any last sentence of its SubsidiariesSection 8.03(b), as applicable, to restrict or prohibit the provision of such information (provided that such Indemnified Party shall use its reasonable best efforts to make appropriate substitute arrangements inform the Indemnifying Party of material developments with respect to permit reasonable disclosure not such Third Party Claim and to provide the Indemnifying Party with copies of material filings with any Governmental Authority in violation respect of such Law); (B) providing such information would breach any obligation of confidentiality Third Party Claim that are not subject 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 another similar privilege. An Indemnified Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement settle, compromise or compromise of, or the entry of discharge any judgment arising from, any Third-Third Party Claim without the prior written consent of the Indemnified Party (Indemnifying Party, which consent shall not to be unreasonably withheld, conditioned withheld or delayed. (g) unless Notwithstanding anything in this Agreement to the contrary, (Ai) even where on 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 Closing Date the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief knows of any kind (including any injunctive relief) against any Indemnified Party information that would cause one or finding or admission more of any violation of Law or admission of any wrongdoing by any Indemnified Party; the representations and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that is not fully indemnifiable warranties made 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 (such consent not in this Agreement to be unreasonably withheld, conditioned inaccurate or delayed). (iv) Notwithstanding the foregoinguntrue, the Indemnifying Indemnified Party shall not be entitled deemed to assume have waived (and shall continue to have) its rights to indemnification pursuant to Section 8.02 in respect thereof and (ii) the defense fact that a matter is covered by or dealt with in one or more of the representations and warranties made in this Agreement shall not in any respect limit or restrict (including by virtue of any Third-Party Claim if the Indemnified Party is the only Person with actual applicable exception, qualifier, disclosed item, deductible or potential liability cap) Visteon's indemnification obligations with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party ClaimVisteon Retained Liabilities.

Procedures. (a) Any Person that may be entitled The party claiming indemnification pursuant to be indemnified under this Article IX Section 8 (the “"Indemnified Party”") shall promptly notify the Party liable (or who may be liable) for such party providing indemnification (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement Section 8 (including a claim or possible claim by a third party against the Indemnified "Indemnifying Party, ") of any such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts of which it becomes aware and 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 from any of its obligations under 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: shall: (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 ’s expense, provide reasonable cooperation to assume the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense or settlement of the Third-Party Claimany such claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; and (Bii) such Third-Party Claim seeks an injunction or other equitable relief against at 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’s expense, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of any such Third-claim. The Indemnifying Party Claim with shall be permitted to solely control the defense of any such claim or action and all negotiations for its own counsel settlement or compromise; provided, however, that (i) no settlement or compromise affecting the financial or legal obligations of any Indemnified Party shall be entered into or agreed to without such Indemnified Party’s prior written approval, which approval shall not be unreasonably withheld, unless such settlement contains a release by the claimant or the plaintiff of such 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. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure and/or settlement of any such information would reasonably be expected claim or action in order to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided protect its own interests, provided, however, that such Indemnified Party and its affiliates shall use its reasonable best efforts to not enter into such joint defense agreements or other arrangements, as appropriate, so as agree to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a any settlement or compromise of, affecting the financial or the entry legal obligations of any judgment arising from, any Third-Indemnifying Party Claim without the such Indemnifying Party's prior written consent of the Indemnified Party (approval, which approval shall not to be unreasonably withheld, conditioned unless such settlement contains a release by the claimant or delayed) unless (A) the Indemnified plaintiff of such Indemnifying Party, as a condition to settlementand its officers, is given a complete directors, employees, representatives, and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement agents from liability in respect of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) claim or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed)action. (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third-Party Claim.

Procedures. (a) Any Person that may be Each party entitled to be indemnified indemnification under this Article IX Section 4.7 (the “"Indemnified Party”") shall promptly notify give notice to the Party liable (or who may be liable) for such party required to provide indemnification (the “"Indemnifying Party”") in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may seek indemnity pursuant be sought, and shall permit the Indemnifying Party to this Agreement (including a claim or possible claim by a third party against assume the Indemnified Party, defense of any such claim or possible claim by a third party being a “Third-Party Claim”)any litigation resulting therefrom, describing in reasonable detail provided that counsel for the facts and circumstances with respect to Indemnifying Party, who shall conduct the subject matter defense of such claim or demand litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Covered Losses incurred or suffered as a result thereof Indemnified Party may participate in such defense at such party's expense, and providing all material documents reflecting or evidencing the basis for such claim; provided further that the failure of any Indemnified Party to provide such give notice as provided herein shall not release relieve the Indemnifying Party from any of its obligations under this Article IXAgreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, except to the extent that the Indemnifying Party 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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control for matters as to which there is a conflict 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 interest between the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expenseindemnified Parties or separate and different defenses. Each of the No Indemnifying Party and the Indemnified Party shallParty, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claimsuch claim or litigation, including by furnishing books and recordsshall, 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 except with the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the each Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 which does not include as an unconditional term thereof the giving by the claimant or compromise, with respect plaintiff to a Third-Party Claim for which the Indemnifying Party may have any liability hereunder without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential of a release from all liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with in respect to such Third-Party Claimclaim or litigation.

Procedures. (a) Any Person that may be Each party entitled to be indemnified indemnification under this Article IX Section 2.4 (the “Indemnified Party”"INDEMNIFIED PARTY") shall promptly notify give notice to the Party liable (or who may be liable) for such party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may seek indemnity pursuant be sought, and shall permit the Indemnifying Party to this Agreement (including a claim or possible claim by a third party against assume the Indemnified Party, defense of any such claim or possible claim by a third party being a “Third-Party Claim”)any litigation resulting therefrom, describing in reasonable detail provided that counsel for the facts and circumstances with respect to Indemnifying Party, who shall conduct the subject matter defense of such claim or demand litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Covered Losses incurred or suffered as a result thereof Indemnified Party may participate in such defense at such party's expense, and providing all material documents reflecting or evidencing the basis for such claim; provided further that the failure of any Indemnified Party to provide such give notice as provided herein shall not release relieve the Indemnifying Party from any of its obligations under this Article IXAgreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, except to the extent that the Indemnifying Party 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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense for matters as to which there is a conflict of interest or separate and control of any Third-Party Claim pursuant to this Section 9.4(c)different defenses. No Indemnifying Party, the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claimsuch claim or litigation, including by furnishing books and recordsshall, 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 except with the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the each Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 which does not include as an unconditional term thereof the giving by the claimant or compromise, with respect plaintiff to a Third-Party Claim for which the Indemnifying Party may have any liability hereunder without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential of a release from all liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with in respect to such Third-Party Claimclaim or litigation.

Procedures. (a) Any Person that may be entitled to be indemnified The party seeking indemnification under this Article IX Section 11.02 (the “Indemnified Party”) shall promptly notify agrees to give prompt notice to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “Indemnifying Party”) in writing upon becoming aware of a claim the assertion of any claim, or a possible claim against an Indemnified Party the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts Section and 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 will provide such notice shall not release the Indemnifying Party from any 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 under this Article IXhereunder, except to the extent that such failure shall have materially prejudiced the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delayParty. (b) The Indemnifying Party shall respond promptly be entitled to participate in the defense of any claim for indemnification Claim asserted by the Indemnified Party, any third party (“Third Party Claim”) and, in subject to 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 limitations set forth in this Agreement; provided that nothing herein Section, shall preclude any Party from seeking performance or other equitable relief be entitled to control and appoint lead counsel for such defense, in each case at any timeits expense. (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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and If the Indemnifying Party shall bear assume the reasonable fees, costs and expenses control 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-any Third Party Claim seeks an injunction or other equitable relief against in accordance with the Indemnified Party; or provisions of this Section 11.03, (Ci) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release before entering into any settlement of any and all Liabilities by all relevant parties to such Third-Third Party Claim; (B) the damages payable under , if the settlement are limited only to monetary payments for which does not release the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; from all liabilities and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX obligations with respect to such Third-Third Party ClaimClaim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party shall mitigate in accordance with Applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall 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 11.02.

Procedures. (a) Any Person that may be entitled to be indemnified The party seeking indemnification under this Article IX 8 or 9 or Section 11.02 (the “Indemnified Party”"INDEMNIFIED PARTY") shall promptly notify agrees to give prompt notice to the Party liable (or who may be liable) for such indemnification party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing upon becoming aware of a claim the assertion of any claim, or a possible claim against an Indemnified Party the commencement of any suit, action or proceeding ("Claim") in respect of which indemnity may be sought under such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim Section or possible claim by a third party against the Indemnified Party, such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts Article and 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 will provide such notice shall not release the Indemnifying Party from any such information with respect thereto as the Indemnifying Party may reasonably request. The failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Article IXhereunder, except to the extent that such failure shall have materially prejudiced the Indemnifying Party suffers actual loss or prejudice as a result of such failure or delayParty. (b) The Indemnifying Party shall respond promptly be entitled to participate in the defense of any claim for indemnification Claim asserted by the Indemnified Party, any third party ("THIRD PARTY CLAIM") and, in subject to 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 limitations set forth in this Agreement; provided that nothing herein Section, shall preclude be entitled to (and at the request of the Indemnifying Party shall) control 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 from seeking performance or other equitable relief at any timeClaim. (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 the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and If the Indemnifying Party shall bear assume the reasonable fees, costs and expenses control 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-any Third Party Claim seeks an injunction or other equitable relief against in accordance with 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 provisions of the relevant Third-Party Claimthis Section 11.03, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release before entering into any settlement of any and all Liabilities by all relevant parties to such Third-Third Party Claim; (B) the damages payable under , if the settlement are limited only to monetary payments for which does not release the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; from all liabilities and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release obligations with respect to any portion of a Third-such Third Party Claim that is not fully indemnifiable by or the Indemnifying Party hereunder. Whether settlement imposes injunctive 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 (such consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if other equitable relief against the Indemnified Party is the only Person with actual or potential liability with respect to the Third-Party Claim and the Indemnified Party irrevocably waives shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any rights it Third Party Claim (and any Excluded Liability) 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 have be reasonably requested in connection therewith to the same extent as if no indemnification under this Article IX with respect to were provided hereunder. The Indemnifying Party shall bear the reasonable out-of-pocket expenses of such Third-Party Claimcooperation.