Common use of Procedures Clause in Contracts

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. Promptly after receipt by (i) In the event that any person VoiceStream Indemnified Party or entity entitled to indemnification under the Agreement WWC Indemnified Party (the each an "Indemnified Party") of notice of a claim, shall sustain or of the commencement (or threatened commencement) of incur any civil, criminal, administrative or investigative action or proceeding involving a claim, Losses in respect of which the indemnification may be sought by such Indemnified Party will seek indemnification pursuant to the Agreementthis Section 2, the Indemnified Party shall promptly notify assert a claim for indemnification by giving prompt notice to the applicable indemnifying party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify under Section 2 and shall thereafter keep the Indemnifying Party reasonably informed with respect thereto; provided that failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve the Indemnifying Party of any of its obligations under the Agreement hereunder, except to the extent that it can demonstrate damages or prejudice attributable to the Indemnifying Party is materially prejudiced by such failure. Except as provided in Section 13.2Upon the Indemnifying Party's receipt of such notice, the Indemnifying Party shall be entitled have the right to have sole assume, conduct and control over the response todefense, defense and compromise or settlement thereof, by written notice to the Indemnified Party of such claim, provided that, its intention to do so within fifteen thirty (1530) days after receipt of such written the notice, with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party's own expense, and thereupon to prosecute in the name and on behalf of the Indemnified Party any available cross-claims, counter-claims or third-party claims arising with respect to the claim. If the Indemnifying Party notifies shall assume the defense of such claim, it shall not settle such claim unless such settlement includes as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the Indemnified Party, reasonably satisfactory to the Indemnified Party, from all liability with respect to such claim. As long as the Indemnifying Party is contesting any such claim in good faith and on a timely basis, the Indemnified Party of its election to so assume full controlshall not pay or settle any such claim. In Notwithstanding the event assumption by the Indemnifying Party does elect of the defense of any claim as provided in this Section 2(c) and without limiting the Indemnifying Party's right to so assume controlassume, (a) conduct and control the defense, compromise or settlement thereof, the Indemnified Party shall be entitled permitted to participate join in the response to defense of such claim and to employ counsel at its own expense expense. Assumption by the Indemnifying Party of the defense of any claim shall not be deemed a concession by the Indemnifying Party that it is required to assist in indemnify the handling Indemnified Party for the subject matter of such claim, . (bii) If the Indemnifying Party shall obtain the prior written approval of fail to notify the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing its desire to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with assume the defense of such claim prior to within the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to prescribed 30-day period set forth in Section 2(c)(i) or shall notify the Indemnified Party that it will not assume the defense of its election to assume full controlany such claim, the Indemnifying Party shall not be liable to then the Indemnified Party for may defend any further legal expenses incurred by such Indemnified Party claim, in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party which event it may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim do so in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who Party shall be bound by any settlementdeterminations made in any litigation with respect to such claim or any settlement thereof effected by the Indemnified Party, provided that any such determinations or settlement shall not affect the right of the Indemnifying Party to dispute the Indemnified Party's claim for indemnification. The Unless and until the Indemnified Party assumes the defense of any claim, the Indemnifying Party shall promptly reimburse advance to the Indemnified Party for such any of its reasonable attorneys' fees and other costs and expensesexpenses incurred in connection with the defense of any such action or proceeding.

Procedures. 17.4.1 Promptly after receipt by a Party of any person claim or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminalaction, administrative or investigative action legal proceeding, or proceeding involving a claim, in respect of investigation as to which the Indemnified Party will seek indemnification pursuant to the Agreementindemnity provided for in this Article may apply, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations under from any liability which it may have to the Agreement Indemnified Party except to the extent that it can demonstrate damages or prejudice attributable such failure to such failurenotify shall adversely affect the rights of the Indemnifying Party. Except as provided in Section 13.2, the The Indemnifying Party shall be entitled to have sole control over participate at its own expense in the response todefense or, if it so elects, to assume the defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, thereof with counsel designated by the Indemnifying Party notifies and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party of its election to so assume full control. In the event and the Indemnifying Party does elect to so assume control, (a) and the Indemnified Party shall have reasonably concluded that there may be entitled legal defenses available to participate in the response it which are different from or additional to, or inconsistent with, those available to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to select and defend the claim in such manner as it may deem appropriatebe represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable cost fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, who which consent shall not be bound by any settlementunreasonably withheld or delayed. The Indemnifying Party shall promptly reimburse not enter into a settlement or other compromise with respect to any claim against the Indemnified Party for without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such costs claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and expenseshold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under Each Indemnified Party shall promptly notify the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) Indemnifying Party of any civil, criminal, administrative or investigative action or proceeding involving a claim, Claim in respect of which the Indemnified Party will seek indemnification pursuant is entitled to the Agreement, be indemnified hereunder. Such notice shall be given as soon as is reasonably practicable after the Indemnified Party shall promptly notify the party becomes aware of each Claim; provided, however, that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party give prompt notice shall relieve the Indemnifying Party of its obligations under the Agreement not adversely affect any Claim for indemnification hereunder except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election ’s ability to assume full control over the response to such claimcontest any Claim by any third-party is materially adversely affected. After notice by the The Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend right, but not the claim in such manner as it may deem appropriateobligation, at its expense, to contest, defend and litigate, and to control the reasonable cost and expense of the Indemnifying Partycontest, who shall be bound defense or litigation of, any Claim by any settlementthird-party alleged or asserted against any Indemnified Party arising out of any matter in respect of which such Indemnified Party is entitled to be indemnified hereunder. The Indemnifying Party shall promptly notify such Indemnified Party of its intention to exercise such right set forth in the immediately preceding sentence and shall reimburse the Indemnified Party for such the reasonable costs and expensesexpenses paid or incurred by it prior to the assumption of such contest, defense or litigation by the Indemnifying Party. If the Indemnifying Party exercises such right in accordance with the provisions of this Article 12 and any Indemnified Party notifies the Indemnifying Party that it desires to retain separate counsel in order to participate in or proceed independently with such contest, defense or litigation, such Indemnified Party may do so at its own expense. If the Indemnifying Party fails to exercise its rights set forth in the third sentence of this paragraph, then the Indemnifying Party will reimburse the Indemnified Party for its reasonable costs and expenses incurred in connection with the contest, defense or litigation of such Claim.

Procedures. Promptly after receipt by any person or entity Each party entitled to indemnification under the Agreement this Section 5 (the "“Indemnified Party"”) of shall give notice of a claim, or of to the commencement party required to provide indemnification (or threatened commencementthe “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any civilclaim as to which indemnity may be sought, criminaland shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, administrative provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or investigative action or proceeding involving a claimlitigation, in respect of which shall be approved by the Indemnified Party will seek indemnification pursuant to the Agreement(whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Agreement except failure to the extent that it can demonstrate damages or prejudice attributable give such notice is materially prejudicial to such failure. Except as provided in Section 13.2, the an Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing Party’s ability to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, action and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, provided further that the Indemnifying Party shall not be liable assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party for Party, consent to entry of any further legal expenses incurred judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response respect to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. Promptly after receipt by any person or entity entitled to (a) The Party seeking indemnification under the Agreement Section 7.2 (the "“Indemnified Party"”) agrees to give prompt notice to the Party against whom indemnity is sought (the “Indemnifying Party”) of notice the assertion of a any claim, or of the commencement (or threatened commencement) of any civilsuit, criminal, administrative or investigative action or proceeding involving a claim, (“Claim”) in respect of which indemnity may be sought under such Section and will promptly provide the Indemnified Indemnifying Party will seek indemnification pursuant such information and access to personnel with respect thereto that the Agreement, the Indemnified Indemnifying Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writingmay reasonably request. No The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement hereunder, except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, failure shall have prejudiced the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, Party. (b) the Indemnifying The Indemnified Party shall obtain the prior written approval consent of the Indemnified Indemnifying Party (which approval shall not be unreasonably withheld withheld, conditioned or delayed) before entering into any settlement of such claim any Claim asserted by any third party (“Third Party Claim”). (c) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or ceasing to defend against such claim if such settlement prosecution of any Third Party Claim and shall furnish or cessation would cause injunctive relief to be imposed against 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 (i) keep the Indemnified PartyIndemnifying Party reasonably informed of the status of any Third Party Claim, (ii) permit the Indemnifying Party to participate in the defense or prosecution of any Third Party Claim, and (ciii) consult in good faith with the Indemnifying Party shall promptly reimburse regarding the defense or prosecution of any Third Party Claim. (d) Where required by applicable Law, each Indemnified Party will undertake commercially reasonable efforts to mitigate 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 for under any legal expenses reasonably incurred by indemnification provision of this Agreement in respect of that loss, the Indemnified Party in connection with must promptly notify the defense of such claim prior Indemnifying Party and promptly pay to the Indemnified Party's receipt 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's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party ) to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to that mitigation (less the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense Party’s reasonable costs of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the mitigation). (e) Each Indemnified Party shall have use reasonable efforts to collect any amounts available under insurance coverage or through indemnification, contribution or other reimbursement arrangements from any other Person alleged to be responsible, for any Damages payable under Section 7.2, and the right to respond to and defend the claim in amounts received from such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who sources shall be bound by offset any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesDamages otherwise payable under Section 7.2.

Procedures. Promptly after receipt by any person or entity A Person entitled to indemnification under this Article 8 (an “Indemnified Party”) shall give prompt written notification to the Agreement Party from whom indemnification is sought (the "Indemnified “Indemnifying Party") of notice of a claim, or of the commencement (or threatened commencement”) of any civilclaim, criminalsuit, administrative or investigative action or proceeding involving a claimdemand for which indemnification is sought under this Agreement; provided, in respect however, that no delay or failure on the part of which the an Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify notifying the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement any liability or obligation hereunder except to the extent that it can demonstrate damages of any damage or prejudice attributable to liability caused by or arising out of such delay or failure. Except as provided in Section 13.2Within [***] after delivery of such notification, the Indemnifying Party shall be entitled may, upon written notice thereof to have sole the Indemnified Party, assume control over of the response to, defense and settlement of such claim, provided thatsuit, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ action or demand with counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to of such claim as provided in this Sectiondefense, the Indemnifying Indemnified Party shall control such defense. The Party not controlling such defense may participate in such response and therein with counsel of its own choosing at its own expense; provided that, the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriateretain its own counsel, at the reasonable cost and expense of the Indemnifying Party, who shall if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be bound inappropriate because of actual or potential differences in the interests of such Indemnified Party and any other party represented by any settlementsuch counsel. The Indemnifying Indemnified Party shall promptly reimburse not agree to any settlement of such action, suit, proceeding or claim without the Indemnified Party for such costs and expensesprior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned.

Procedures. Promptly after receipt by any person or entity A Person entitled to indemnification under this Article 8 (an “Indemnified Party”) shall give prompt written notification to the Agreement Party from whom indemnification is sought (the "Indemnified “Indemnifying Party") of notice of a claim, or of the commencement (or threatened commencement”) of any civilclaim, criminalsuit, administrative or investigative action or proceeding involving a claimdemand for which indemnification is sought under this Agreement; provided, in respect however, that no delay or failure on the part of which the an Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify notifying the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement any liability or obligation hereunder except to the extent that it can demonstrate damages of any damage or prejudice attributable to liability caused by or arising out of such delay or failure. Except as provided in Section 13.2Within thirty (30) days after delivery of such notification, the Indemnifying Party shall be entitled may, upon written notice thereof to have sole the Indemnified Party, assume control over of the response to, defense and settlement of such claim, provided thatsuit, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ action or demand with counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to of such claim as provided in this Sectiondefense, the Indemnifying Indemnified Party shall control such defense. The Party not controlling such defense may participate in such response and therein with counsel of its own choosing at its own expense; provided that, the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriateretain its own counsel, at the reasonable cost and expense of the Indemnifying Party, who shall if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be bound inappropriate because of actual or potential differences in the interests of such Indemnified Party and any other party represented by any settlementsuch counsel. The Indemnifying Indemnified Party shall promptly reimburse not agree to any settlement of such action, suit, proceeding or claim without the Indemnified Party for such costs and expensesprior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned.

Procedures. Promptly after receipt by any person or entity entitled to The party seeking indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of from the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified other Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so shall promptly notify the Indemnifying Party in writing of a claim that it believes gives rise to a claim from indemnification ("Claim"). Failure to ·so give such notice shall not relieve the Indemnifying Party indemnifying party of its obligations under the Agreement hereunder except to the extent it is prejudiced thereby. The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Claim with counsel of its choice; provided, however, that it can demonstrate the. Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the Indemnified Party unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or prejudice attributable other equitable relief upon the Indemnified Party. Any Indemnified Party will have the right to employ separate counsel in any action and participate in the defense thereof, but the fees and expenses of such failure. Except as provided counsel will be at the expense of the Indemnified Party unless (i) the employment of such counsel will have been specifically authorized in Section 13.2writing by the Indemnifying Party, (ii) the Indemnifying Party shall be entitled will have failed to have sole control over assume the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies action or employ counsel reasonably satisfactory to the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume controlParty, (aiii) the Indemnified Party shall have reasonably concluded that there may be entitled defenses available to participate the Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iv) the Indemnified Party's counsel shall have advised the Indemnified Party in writing, with a copy delivered to the response Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to such claim and to employ counsel at its own expense to assist have common counsel, in the handling of such claim, (b) any which event the Indemnifying Party shall obtain pay the prior written approval cost of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt counsel. In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. Promptly after receipt by any person or entity entitled to The Party claiming indemnification under the Agreement this Section 9 (the "“Indemnified Party"”) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify (and, in the party that is obligated to provide such indemnification (the "Indemnifying Party") case of such claim in writing. No failure to any action, suit, arbitration, or judicial or administrative proceeding, shall so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within no later than fifteen (15) days after receipt the Indemnified Party has received notice thereof or has been served with a complaint or other process) the other Party (the “Indemnifying Party”) when it has knowledge of such written noticecircumstances or the occurrence of any events which are likely to result in an indemnification obligation under this subsection or when any action, suit, arbitration, or judicial or administrative proceeding is pending or threatened that is covered by this subsection. Upon request, and to the extent permitted by applicable law, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in defend, settle, or compromise any such manner as it may deem appropriatesuit or proceeding, at its own expense, provided that: (a) the reasonable cost and expense Indemnifying Party demonstrates to the satisfaction of the Indemnified Party that it is financially able to defend such action and to pay any settlement, award or judgment; (b) counsel retained by the Indemnifying Party are reasonably satisfactory to the Indemnified Party; and (c) no settlement shall be made which imposes any obligations on (other than the payment of money which is made by the Indemnifying Party on behalf of the Indemnified Party), or is prejudicial to, the Indemnified Party, who without the prior consent of the Indemnified Party, which consent shall not be bound by any settlementunreasonably withheld. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of any such suit or proceeding, and the Indemnifying Party shall promptly reimburse the Indemnified Party for its expenses with respect thereto, including counsel of its choice. Such cooperation shall include, but not be limited to, the making of statements and affidavits, attendance at hearings and trials, production of documents, assistance in securing and giving evidence and obtaining the attendance of witnesses, provided, however, that in no event shall either Party be required to waive attorney-client or other applicable privileges. Failure by the Indemnified Party to promptly notify the Indemnifying Party as required by this subsection shall not invalidate the claim for indemnification, unless such costs and expensesfailure has a material adverse effect on the settlement, defense, or compromise of the matter that is the subject of the claim for indemnification. In addition, the Indemnified Party shall be responsible for any claims or losses which could have been avoided or mitigated by prompt notice as required by this subsection.

Procedures. Promptly after receipt by any person or entity entitled The following procedures shall apply to indemnification the administration of all grievances filed under this procedure. a. Except at Step 1, all grievances shall be in writing and shall include the Agreement (the "Indemnified Party") of notice of a claim, or name and position of the commencement (aggrieved party; the identity of the provisions of this Agreement involved in the grievance; the time and place where the alleged events or threatened commencement) conditions constituting b. the grievance took place; the identity of any civilthe party responsible for causing the said grievance, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant if known to the Agreementaggrieved party; and a general statement of the nature of the grievance and the redress sought by the aggrieved party. c. Except at Step 1, all decisions shall be rendered in writing at each step of the grievance procedure. Each decision shall be transmitted to the Union, the Indemnified Party shall promptly notify the aggrieved party that is obligated to provide such indemnification (the "Indemnifying Party") and his representation, if any. d. If a grievance affects a substantial number of such claim in writingemployees, it may be submitted at Step 3. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party Such grievances shall be entitled known as policy grievances and may be filed by the Union on behalf of employees without specifically listing all affected employees. e. Nothing contained herein shall be construed as limiting the right of an employee having a grievance to have sole control over discuss the response to, defense matter informally with any appropriate member of the administration and settlement having said matter informally adjusted without the intervention of such claimthe Union, provided that, within fifteen (15) days after receipt that the adjustment is not inconsistent with the terms of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. this Agreement. f. In the event the Indemnifying Party does elect that any grievance is adjusted without formal determination, pursuant to so assume controlthis procedure, (a) the Indemnified Party while such adjustment shall be entitled final and binding upon the aggrieved party in all respects, said adjustment shall not create a precedent or ruling binding upon the parties in future proceedings. g. This shall be the sole and exclusive procedure for disputes concerning any type of discipline or discharge actions. h. The time limits provided herein will be strictly adhered to participate and any grievance not filed initially or appealed within the specified time limits will be deemed waived and void. If the Employer fails to reply within the specified time limit, the grievance shall be deemed denied and the Union shall have the opportunity to advance the grievance to the next step in accordance with the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior parties’ established time limits. The time limits specified for either party may be extended only by written approval of the Indemnified Party (which approval mutual agreement. i. This procedure shall not be unreasonably withheld used for the purpose of adding to, subtracting from, or delayed) before entering into altering in any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partyway, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice provisions of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesAgreement.

Procedures. Promptly after receipt by any person or entity A Person entitled to indemnification under this Article 8 (an “Indemnified Party”) shall give prompt written notification to the Agreement Party from whom indemnification is sought (the "Indemnified “Indemnifying Party") of notice of a claim, or of the commencement (or threatened commencement”) of any civilclaim, criminalsuit, administrative or investigative action or proceeding involving a claimdemand for which indemnification is sought under this Agreement; provided, in respect however, that no delay or failure on the part of which the an Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify notifying the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement any liability or obligation hereunder except to the extent that it can demonstrate damages of any damage or prejudice attributable to liability caused by or arising out of such delay or failure. Except as provided in Section 13.2Within thirty (30) days after delivery of such notification, the Indemnifying Party shall be entitled may, upon written notice thereof to have sole the Indemnified Party, assume control over of the response to, defense and settlement of such claim, provided thatsuit, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ action or demand with counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to of such claim as provided in this Sectiondefense, the Indemnifying Indemnified Party shall control such defense. The Party not controlling such defense may participate in such response and therein with counsel of its own choosing at its own expense; provided that, the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriateretain its own counsel, at the reasonable cost and expense of the Indemnifying Party, who shall if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be bound inappropriate because of actual or potential differences in the interests of such Indemnified Party and any other party represented by any settlementsuch counsel. The Indemnified Party shall cooperate with the Indemnifying Party shall promptly reimburse in its defense and settlement of any claim, suit, action or demand for which indemnification is sought under this Agreement, and the Indemnified Party for shall not agree to any disposition, compromise or settlement of such costs and expensesaction, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned.

Procedures. Promptly after receipt by any person or entity The party seeking to be indemnified pursuant to this Section 12 (as applicable, the “Indemnified Party”) shall be entitled to indemnification under the Agreement hereunder only (the "Indemnified Party"a) of if it gives written notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification hereunder (the "“Indemnifying Party"”) of any claims, suits or proceedings by third parties which may give rise to a claim for indemnification with reasonable promptness after receiving written notice of such claim (or, in writing. No the case of a proceeding, is served in such proceeding); provided, however, that failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of its obligations under the Agreement obligation to provide indemnification, except if and to the extent that the Indemnifying Party is actually and materially prejudiced thereby, and (b) once the Indemnifying Party confirms in writing to the Indemnified Party that it can demonstrate damages or prejudice attributable is prepared to such failure. Except as provided in Section 13.2assume its indemnification obligations hereunder, the Indemnifying Party shall be entitled to have has sole control over the response to, defense and settlement of such the claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claimcost and expense; provided, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partyhowever, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim be represented by its own counsel at its own cost in such manner as it may deem appropriatematters. Notwithstanding the foregoing, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse not settle or dispose of any such matter in any manner which would require the Indemnified Party to make any admission, or to take any action (except for ceasing use or distribution of the items subject to the claim) without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed. Each party shall reasonably cooperate with the other party and its counsel in the course of the defense of any such costs suit, claim or demand, such cooperation to include using reasonable efforts to provide or make available documents, information and expenseswitnesses and to mitigate damages.

Procedures. Promptly Each Indemnified Party shall give notice to the Indemnifying Party promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "such Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) Party has actual knowledge of any civilclaim as to which indemnity may be sought, criminaland shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, administrative provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or investigative action or proceeding involving a claimany litigation resulting therefrom, in respect of which shall be approved by the Indemnified Party will seek indemnification pursuant to the Agreement(whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense. The failure of any Indemnified Party to give notice as provided herein shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement this Section 5 except to the extent that it can demonstrate damages or prejudice attributable the omission results in a failure of actual notice to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies is materially prejudiced or damaged in its ability to defend such claim as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of its election a release from all liability in respect to so assume full controlsuch claim or litigation. In the event the Indemnifying Party does elect to so assume control, (a) the No Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such settle any claim, (b) action or proceeding with respect to which indemnification is sought without the written consent of the Indemnifying Party. Each Indemnified Party shall obtain furnish such information regarding itself or the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the in question as an Indemnifying Party may reasonably request in writing and as shall promptly reimburse the Indemnified Party for any legal expenses be reasonably incurred by the Indemnified Party required in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenseslitigation resulting therefrom.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party"a) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the The Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party of any indemnified claim. Any failure by the Indemnified Party to give such notice shall not relieve the such Indemnifying Party of from its obligations under obligation to indemnify the Agreement Indemnified Party except to the extent that it can demonstrate damages or prejudice attributable to the Indemnifying Party is actually prejudiced as a result of such failure. . (b) Except as provided in Section 13.2for claims involving any Third Party Infringement or Third Party Claim, and without limiting the Indemnifying Party’s indemnity obligations herein, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so may assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense option by written notice to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of any claim with counsel selected by such claim prior Indemnifying Party reasonably acceptable to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to assumes such claim as provided in this Sectiondefense, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond meaningfully participate in the defense thereof and to and defend the claim in such manner as it may deem appropriate, employ counsel at the reasonable its sole cost and expense that is separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. (c) Whether or not the Indemnifying Party assumes the defense of a claim pursuant to Section V(2)(b), the Indemnified Party shall not admit any liability with respect to, or settle, compromise, consent to judgment or discharge, any claim, except with the prior written consent of the Indemnifying Party, who which consent shall not be bound by unreasonably withheld. (d) If a bona fide settlement offer is made with respect to a claim other than a claim involving any settlement. The Third Party Infringement or Third Party Claim and the Indemnifying Party shall promptly reimburse desires to accept and agree to the offer, the Indemnifying Party will give written notice to the Indemnified Party to that effect (the “Settlement Notice”). If the Settlement Notice (i) includes a full release of the Indemnified Party, (ii) does not have any material adverse monetary effect or continuing liability or obligation on the Indemnified Party, (iii) the entire cost of such settlement is paid by the Indemnifying Party and (iv) the Indemnified Party fails to consent to the settlement offer within ten (10) Business Days after receipt of the Settlement Notice or rejects the settlement offer, then the Indemnified Party shall thereafter be solely responsible for continuing the defense of such costs claim. In that event, the maximum liability of the Indemnifying Party as to such claim will not exceed the amount of such settlement offer. (e) If the Indemnifying Party opts not to assume the defense as set forth in Section V(2)(b), (i) then the Indemnified Party shall afford the Indemnifying Party the opportunity to be meaningfully involved with respect to the response to and expensesdefense and/or settlement of the claim, such cooperation to include consultation on all material matters, including defense and settlement strategy and tactics, with the Indemnifying Party and (ii) the Indemnifying Party may employ counsel at its sole cost and expense that is separate from the counsel employed by the Indemnified Party, it being understood that the Indemnified Party shall control such defense.

Procedures. Promptly after receipt by any person or entity entitled to indemnification Any indemnified party submitting an indemnity claim under the Agreement this Section 13, as applicable (the "“Indemnified Party"”), shall: (a) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification indemnifying Party (the "“Indemnifying Party") ”), of such claim in writing. No failure to so notify writing and furnish the Indemnifying Party with a copy of the applicable communication, notice or other action relating to the event for which indemnity is sought; provided that, no failure to provide such notice pursuant to this clause (a) shall relieve the Indemnifying Party of its obligations under the Agreement indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided, however, that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2the case of the foregoing clauses (b) and (c), the Indemnifying Party shall be entitled to have sole control over not, without the response to, defense and settlement written consent of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume controlParty, compromise or settle any suit or proceeding unless such compromise or settlement (ai) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, is solely for monetary damages (b) for which the Indemnifying Party shall obtain be responsible), (ii) does not impose injunctive or other equitable relief against the prior written approval Indemnified Party and (iii) includes an unconditional release of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement from all liability on claims that are the subject matter of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the proceeding. The Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party (in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim capacity as provided in this Section, the Indemnifying Party such) may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, defense at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesits own expense.

Procedures. 15.4.1 Promptly after the receipt by any person or entity entitled to indemnification under the Agreement either party (the "Indemnified Party") of notice of a claim, (a) any claim or of (b) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. 15.4.2 If the Indemnifying Party assumes the defense of its any such claim or litigation resulting therefrom, the obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, of the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom and to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against holding the Indemnified Party, Party harmless from and (c) against any Damages caused by or arising out of any settlement approved by the Indemnifying Party shall promptly reimburse or any judgment in connection with such claim or litigation resulting therefrom; however, the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its expense, in connection with the defense of such claim prior or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Indemnified Party's receipt , or enter into any settlement, except with the written consent of the Indemnifying Indemnified Party's notice of its election to assume full control over , which does not include as an unconditional term thereof the response to such claim. After notice giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all liability in respect of such claim or litigation. 15.4.3 If the Indemnifying Party shall not be liable to assume the defense of any such claim or litigation resulting therefrom within 45 days after notice thereof from the Indemnified Party, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or litigation in such manner as it may deem appropriate, at and the reasonable cost and expense of Indemnified Party may compromise or settle such claim or litigation without the Indemnifying Party, who shall be bound by any settlement's consent. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of all expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such costs claim or litigation. If no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal or otherwise, incurred by the Indemnified Party in the defense against such claim or litigation.

Procedures. Promptly after receipt by any person or entity entitled to Any party seeking indemnification under the this Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify give the party that from whom indemnification is obligated to provide such indemnification sought (the "Indemnifying Party") written notice of such any claim in writing. No failure to so notify or the commencement of any action or proceeding for which the Indemnified Party may seek indemnification, and the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim, unless injunctive relief is sought against the Indemnified Party in which case the Indemnified Party shall relieve have the right to join in any defense. The Indemnified Party's failure to give the Indemnifying Party of its obligations notice under this clause shall not preclude the Agreement Indemnified Party from seeking indemnification from the Indemnifying Party except to the extent that the Indemnified Party's failure has materially prejudiced the Indemnifying Party's ability to defend the claim or litigation. The Indemnifying Party shall not settle any claim for which the Indemnified Party seeks indemnification or consent to entry of any judgment in litigation arising from such a claim without obtaining a written release of the Indemnified Party from all liability in respect of such claim or litigation. If the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, or if injunctive relief is sought against the Indemnified Party, the Indemnified Party may defend against or settle such claim or litigation in such manner as it can demonstrate damages or prejudice attributable to may deem appropriate, and in such failure. Except as provided in Section 13.2cases, upon a written demand therefore, the Indemnifying Party shall be entitled to have sole control over promptly reimburse the response toIndemnified Part for the amount of all reasonable expenses, defense and settlement of such claimlegal or otherwise, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies incurred by the Indemnified Party of its election to so assume full control. In in connection with the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense against or delayed) before entering into any settlement of such claim or ceasing to defend against litigation. In addition, if the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, or if such settlement or cessation would cause injunctive relief to be imposed is sought against the Indemnified Party, and (c) if no settlement of the claim or litigation is made, upon written demand therefor, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such litigation and for all reasonable expenses, legal expenses reasonably or otherwise, incurred by the Indemnified Party in connection with the defense of against such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. Promptly after receipt by any person or entity entitled to (a) The party seeking indemnification under the Agreement Section 9.2 (the "Indemnified Party") of agrees to give prompt notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that against whom indemnity is obligated to provide such indemnification sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought. The Indemnifying Party may at the request of the Indemnified Party participate in and control the defense of any such claim in writing. No suit, action or proceeding at its own expense, provided that failure to so notify by the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies notify the Indemnified Party of its election to so assume full controlcontrol the defense of any such suit, action or proceeding within 30 days after notice thereof is given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to control the defense of such suit, action or proceeding. In The Indemnifying Party shall not, in the event defense of any such suit, action or proceeding, consent to the entry of any judgment or enter into any settlement (except, in each case, with the written consent of the Indemnified Party, which consent shall not unreasonably be withheld) which does not include, as to the Indemnified Party, an unconditional release of the Indemnified Party from any and all liability in respect of such suit, claim or proceeding. The Indemnified Party shall cooperate reasonably in the defense of any such suit, action or proceeding. (b) If the Indemnifying Party does elect to so not assume controlthe defense of any suit, (a) action or proceeding, the Indemnified Party may defend, but shall be entitled have no obligation to participate defend, against such suit, action or proceeding in the response to such claim and to employ counsel at its own expense to assist in the handling of such claimany manner that it may deem appropriate and, (b) unless the Indemnifying Party shall obtain the prior written approval of deposits with the Indemnified Party (which approval shall not be unreasonably withheld a sum equivalent to the total amount demanded in such suit, claim or delayed) before entering into any settlement proceeding plus the Indemnified Party's estimate of the cost of defending the same, the Indemnified Party may settle such claim or ceasing to defend against litigation on such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, terms as it may deem appropriate and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any the amount of such settlement and for all losses and expenses, legal expenses reasonably or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. 16.6.1 Promptly after the receipt by any person or entity entitled to indemnification under the Agreement party (the "Indemnified Party") of notice of a claim, (A) any claim or of (B) the commencement (or threatened commencement) of any civilaction, criminalproceeding or litigation (collectively, administrative or investigative action or proceeding involving a claim"Litigation") which may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such claim or Litigation and shall permit the Indemnifying Party shall relieve to assume the defense of any such Litigation. The failure to give the Indemnifying Party of its obligations timely notice under this clause shall not preclude the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, Indemnified Party from seeking indemnification from the Indemnifying Party shall be entitled unless such failure has materially prejudiced the Indemnifying Party's ability to have sole control over the response to, defense and settlement of defend such claim, provided that, within fifteen (15) days after receipt of such written notice, claim or Litigation. 16.6.2 If the Indemnifying Party notifies assumes the defense of any such claim or Litigation with counsel reasonably acceptable to the Indemnified Party Party, the obligations of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and or Litigation shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing Litigation and to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against holding the Indemnified PartyParty harmless from and against any losses, damages and (c) liabilities caused by or arising out of any settlement approved by the Indemnifying Party shall promptly reimburse or any judgment in connection with such claim or Litigation; however, the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its or his expense, in connection with the defense of such claim prior or Litigation provided that the Indemnifying Party shall direct and control the defense of such claim or Litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or Litigation, consent to entry of any judgment, except with the written consent of the Indemnified Party's receipt , or enter into any settlement, except with the written consent of the Indemnifying Indemnified Party's notice of its election to assume full control over , which does not include as an unconditional term thereof the response to such claim. After notice giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all liability in respect of such claim or Litigation. 16.6.3 If the Indemnifying Party shall not be liable to assume the defense of any such claim or Litigation, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or Litigation in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such costs claim or Litigation. If no settlement of the claim or Litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such Litigation and of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in the defense against such claim or Litigation. 16.6.4 Regardless of whether the Indemnifying Party shall have assumed the defense of any such claim or Litigation, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such claim or Litigation without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld).

Procedures. Promptly after receipt by any person or entity (a) Except with respect to indemnification pursuant to Article VI, a Person that may be entitled to indemnification be indemnified under the this Agreement (the "“Indemnified Party"”) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide or parties liable for such indemnification (the "“Indemnifying Party"”) in writing of any pending or threatened Action, Order, claim or demand that the Indemnified Party has determined has given or would reasonably be expected to give rise to such right of indemnification (including a pending or threatened Action, Order, claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim in writing. No or demand; provided that the failure to so notify provide such notice shall not release the Indemnifying Party shall relieve the Indemnifying Party from any of its obligations under the Agreement this Article IX except to the extent that it can demonstrate damages the Indemnifying Party suffers actual loss or prejudice attributable as a result of such failure or delay, it being agreed that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to such failure. Except as provided the expiration of any applicable survival period specified in Section 13.29.1 for such representation, warranty, covenant or agreement. (b) Upon receipt of a notice of a Third Party Claim for indemnity from an Indemnified Party pursuant to Section 9.2(a) or Section 9.3(a), the Indemnifying Party shall will be entitled entitled, by notice to have sole control over the response toIndemnified Party delivered within twenty (20) Business Days of the receipt of notice of such Third Party Claim, to assume the defense and settlement control of such claim, provided that, within fifteen Third Party Claim (15) days after receipt at the expense of such written notice, Indemnifying Party); provided that the Indemnifying Party notifies shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its election own counsel and at its own expense; provided, further, that the Indemnifying Party shall not be permitted to so assume full controlthe defense of any Third Party Claim if the Third Party Claim seeks any relief against any Indemnified Party that does not involve any monetary damages or any other payments. In the event If the Indemnifying Party does elect not assume, or is not permitted to so assume controlpursuant to the immediately prior sentence, (a) the defense and control of any Third Party Claim pursuant to this Section 9.4(b), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the response to defense of such claim Third Party Claim with its own counsel and to employ counsel at its own expense to assist expense. Purchaser or Seller, as the case may be, shall, and shall cause each of its Affiliates and Representatives to, reasonably cooperate with the Indemnifying Party in the handling defense of any Third Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such claimThird Party Claim. If the Indemnifying Party has assumed the defense and control of a Third Party Claim, it shall be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third Party Claim, in its sole discretion and without the consent of any Indemnified Party; provided that (bi) the Indemnifying Party shall obtain the prior written approval consent of the Indemnified Party (which approval shall not to be unreasonably withheld withheld, conditioned or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause judgment involves any injunctive relief to be imposed against binding on any of the Indemnified Parties or any finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party, and (cii) the Indemnifying Party shall promptly reimburse (A) pay or cause to be paid all amounts in such settlement or judgment (other than to the extent that such liabilities would constitute Covered Losses to which the De Minimis Amount or the Deductible would be applicable in accordance with the applicable provisions of Section 9.2 or Section 9.3, as applicable) and (B) obtain, as a condition of any settlement or other resolution, a complete and unconditional release of the Indemnified Parties affected by such Third Party for any legal expenses reasonably incurred by the Claim. No Indemnified Party in connection with the defense of such claim prior will consent to the Indemnified Party's receipt entry of any judgment or enter into any settlement or compromise with respect to a Third Party Claim without the prior written consent of the Indemnifying Party's notice of its election Party (not to assume full control over be unreasonably withheld, conditioned or delayed); provided that, notwithstanding the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlforegoing, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond pay or settle any such claim if it irrevocably waives in a writing delivered to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by Party any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesright to indemnity therefor under this Agreement.

Procedures. Promptly after receipt by a Party of any person claim or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civilaction, criminaladministrative, administrative or investigative action legal proceeding, or proceeding involving a claim, in respect of investigation as to which the Indemnified Party will seek indemnification pursuant to the Agreementindemnity provided for in this Article 17 may apply, the Indemnified Party shall promptly notify provide notice thereof to the party that is obligated to provide such indemnification (the "Indemnifying Party") ; provided that a delay in providing such notice shall limit the obligations of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except only to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, delay actually prejudices the ability of the Indemnifying Party shall be entitled to have sole control over contest the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, claim or defend the proceeding. The Indemnifying Party notifies shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, provided, however, if the defendants in any such action include both the Indemnified Party of its election to so assume full control. In the event and the Indemnifying Party does elect to so assume controlParty, (a) and the Indemnified Party shall reasonably conclude that there may be entitled legal defenses available to participate in the response it which are different from or additional to, or inconsistent with, those available to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to select and defend the claim in such manner as it may deem appropriatebe represented by separate counsel, at the reasonable cost and Indemnifying Party’s expense. If an Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may contest, settle, or pay such claim at the expense of the Indemnifying Party, who shall provided, however, that settlement or full payment of any such claim may be bound by any settlement. The made only following consent of the Indemnifying Party shall promptly reimburse or, absent such consent, written opinion of the Indemnified Party for Party’s counsel that such costs and expensesclaim is meritorious or otherwise warrants settlement.

Procedures. Promptly after receipt (a) If a claim, Action, suit or proceeding (including a claim, Action, suit or proceeding by a Person who is not a Party or an Affiliate thereof, such claim, Action, suit or proceeding being referred to as a “Third Party Claim”) is made or threatened in writing to be made against any person or entity Person entitled to indemnification under the Agreement pursuant to Section 5.2(g) or Section 6.2 (the "an “Indemnified Party"”), and if such Person intends to seek indemnity with respect thereto under Section 5.2(g) of notice of a claimor this Article 6, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the such Indemnified Party shall promptly notify give a Notice of Claim to the party that is Party obligated to provide indemnify such indemnification Indemnified Party under Section 5.2(g) or Section 6.2 (such notified Party, the "Indemnifying “Responsible Party") of such claim in writing. No ”); provided, that the failure to so notify the Indemnifying Party give such Notice of Claim shall not relieve the Indemnifying Responsible Party of its indemnification obligations under the Agreement hereunder, except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2the Responsible Party is materially prejudiced thereby. (b) Upon receipt of a Notice of Claim for a Third Party Claim, the Indemnifying Responsible Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen thirty (1530) days after receipt of such written noticenotice to assume the control of and conduct, through counsel chosen by the Indemnifying Responsible Party notifies at the expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate in good faith with the Responsible Party 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 (the fees and expenses of its election such counsel shall be borne by such Indemnified Party unless, in the opinion of counsel, representation of both the Responsible Party and the Indemnified Party by the same counsel would be inappropriate under applicable standards of professional care due to so assume full control. In actual or potential conflicts of interest as between such parties, in which case the event the Indemnifying Party does elect to so assume control, (a) fees and expenses of counsel selected by the Indemnified Party shall be entitled to participate in borne by the response to Responsible Party). So long as the Responsible Party is reasonably contesting any such claim and to employ counsel at its own expense to assist in the handling of such claimgood faith, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld pay or delayed) before entering into settle any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by Notwithstanding the Indemnifying Party to the Indemnified Party foregoing provisions of its election to assume full controlthis Section 6.3(b), the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim pay or settle any such claim; provided, that in such manner event it shall waive any right to indemnity or reimbursement therefor by the Responsible Party or from the Indemnity Escrow Account, as it the case may deem appropriatebe, at for such claim unless the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Responsible Party shall promptly reimburse have consented to such payment or settlement (such consent not to be unreasonably withheld or delayed). If the Responsible Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s Notice of Claim hereunder that it elects to undertake the defense thereof, the Indemnified Party, acting reasonably and in good faith, shall have the right to contest, settle or compromise the claim and shall not thereby waive any right to indemnity or reimbursement therefor pursuant to this Agreement (subject to the applicable conditions and limitations provided in this Article 6). (c) Notwithstanding any other provision of this Agreement to the contrary, 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 and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Responsible Party desires to accept and agree to such offer, the Responsible Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party does not consent to such firm offer within a reasonable period of time after its receipt of such notice, the Indemnified Party may elect to assume the defense of such Third Party Claim and in such event, the maximum liability of the Responsible Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party so fails to consent to such firm offer and also fails to assume control of the defense of such Third Party Claim, the Responsible Party may resolve and settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. The Responsible Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), enter into any settlement except as set forth in this Section 6.3(c). (d) With respect to any Notice of Claim by an Indemnified Party relating to a Loss which does not arise out of or result from a Third Party Claim (a “Direct Claim”), the Responsible Party shall have thirty (30) days after receipt of such notice to respond in writing to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall allow the Responsible Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim. If the Responsible Party does not so respond within such thirty (30)-day period, the Responsible Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall 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. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent such Indemnified Party determines in good faith is reasonably necessary to remedy, cure or respond to the consequences of the breach, default or non-compliance that gives rise to such Loss. (f) The Responsible Party and expensesthe Indemnified Party shall reasonably cooperate in the defense or prosecution of any Third Party Claim to ensure the proper and adequate defense thereof, and shall reasonably cooperate with respect to any Direct Claim, in each case in respect of which indemnity may be sought hereunder and each (or a duly authorized Representative of such Party) shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested or necessary in connection therewith. (g) The above provisions of this Section 6.3 shall not apply to any claim for indemnification with respect to Taxes (including any Excluded Taxes), the procedures with respect to which shall be governed by Section 5.4. Payments by a Responsible Party pursuant to Section 5.4 with respect of any Loss shall be reduced by an amount equal to any Tax benefit actually realized in cash in the Tax year such Loss is incurred as a result of such Loss by the Indemnified Party.

Procedures. Promptly after receipt by any person or entity entitled to (i) Any party seeking indemnification under the Agreement this Section 7 (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify give the party that from whom indemnification is obligated to provide such indemnification being sought (the "Indemnifying Party") notice of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 30 days of such determination, stating the amount of the Loss, if known, and method of computation thereof. The obligations of an Indemnifying Party under this Section 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Section 7 ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: Within 30 days after receipt by an Indemnified Party of notice of (i) any Third Party Claim or (ii) the commencement of any action or proceeding which may entitle such Indemnified Party to indemnification under this Section 7, such Indemnified Party shall give the Indemnifying Party written notice of such claim in writingor the commencement of such action or proceeding and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim. No The failure to so notify give the Indemnifying Party timely notice under this Section 7 shall not preclude the Indemnified Party from seeking indemnification from the Indemnifying Party unless the Indemnifying Party has been materially prejudiced by such failure. (ii) If the Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to the Indemnified Party, the obligations of the Indemnifying Party as to such claim shall be limited to assuming, in good faith, the defense of such claim or litigation and to holding the Indemnified Party harmless from and against any losses, damages and liabilities caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom; provided, however, that the Indemnified Party may participate, at its expense, in the defense of such claim or litigation provided that the Indemnifying Party shall relieve direct and control the Indemnifying defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. Without the written consent of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2Indemnified Party, the Indemnifying Party shall be entitled to have sole control over not, in the response to, defense and settlement of such claimclaim or any litigation resulting therefrom, provided that, within fifteen (15) days after receipt consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such written notice, claim or litigation. No such claim or litigation resulting therefrom which is being defended in good faith by the Indemnifying Party notifies shall be settled or compromised without the written consent of the Indemnifying Party. (iii) If the Indemnifying Party shall not, within 30 days of receipt of notice of any such claim or litigation, give notice to the Indemnified Party of its election intention to so assume full control. In the event the Indemnifying Party does elect to so assume controldefense of any such claim or litigation resulting therefrom, (a) the Indemnified Party may, but shall be entitled to participate in the response to have no obligation to, defend against such claim or litigation, acting in good faith and to employ counsel at its own expense to assist in such manner as it may deem appropriate, and the handling of Indemnified Party may compromise or settle such claim, (b) claim or litigation without the Indemnifying Party's consent. The Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into promptly pay any such settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, litigation and (c) the Indemnifying Party shall also promptly reimburse the Indemnified Party for any the amount of all reasonable expenses, legal expenses reasonably or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claimor litigation. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlIn addition, the Indemnifying Party shall not be liable to promptly pay the Indemnified Party for amount of any further legal expenses incurred by such Indemnified Party in connection judgment rendered with the defense of that claim. If the Indemnifying Party does not assume sole control over the response respect to such claim as provided in this Section, the Indemnifying Party may participate or in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenseslitigation.

Procedures. Promptly after receipt by any person or entity Any Person that may be entitled to indemnification under the this Agreement (the an "Indemnified Party") of shall give written notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is Person obligated to provide such indemnification indemnify it (the an "Indemnifying Party") with reasonable promptness upon becoming aware of any claim or other facts upon which a claim for indemnification will be based; the notice shall set forth such information with respect thereto as is then reasonably available to the Indemnified Party. The Indemnifying Party shall have the right to undertake the defense of any such claim asserted by a third party with counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall cooperate in writingsuch defense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party in connection therewith at the Indemnifying Party's expense. No failure to so notify In the event that the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with assumed the defense of such the claim prior with counsel reasonably satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by such the Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlementthereof. The Indemnifying Party shall promptly reimburse 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 for such costs and expensesprior to ceasing to defend, settling or otherwise disposing of any claim. In no event shall CID Lines constitute, settle or otherwise resolve any claim relating to the Trademark.

Procedures. Promptly after receipt by any person or entity Each party entitled to indemnification under the Agreement this Section 6 (the "Indemnified Party") of shall give notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated required to provide such 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 or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (which approval shall not unreasonably be withheld), and the Indemnified Party may participate in writing. No such defense at such party's expense, and provided further that the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the Agreement except failure to the extent that it can demonstrate damages or prejudice attributable give such notice is materially prejudicial to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the an Indemnifying Party's notice of its election ability to assume full control over the response to defend such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlaction and provided further, that the Indemnifying Party shall not be liable assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party for Party, consent to entry of any further legal expenses incurred judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be liable for indemnification hereunder with respect to any settlement or consent to judgment, in connection with any claim or litigation to which these indemnification provisions apply, that has been entered into without the defense prior consent of that claim. If the Indemnifying Party does (which consent will not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesunreasonably withheld).

Procedures. Promptly after receipt by any person or entity Whenever a claim shall arise for indemnification under this Article 10, with the exception of claims for litigation expenses to be funded on an ongoing basis, the Person entitled to indemnification under the Agreement (the "“Indemnified Party"”) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that from whom indemnification is obligated to provide such indemnification sought (the "“Indemnifying Party"”) of such claim in writingand, when known, the facts constituting the basis for such claim. No failure Failure of an Indemnified Party to so notify the give reasonably prompt notice of any claim shall not release, waive or otherwise affect an Indemnifying Party shall relieve the Indemnifying Party of its Party’s obligations under the Agreement with respect thereto except to the extent that it the Indemnifying Party can demonstrate damages or actual loss and prejudice attributable to as a result of such failure. Except as provided In the event of any such claim for indemnification resulting from or in Section 13.2connection with a claim or legal proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, elect by notice to the Indemnified Party to assume the defense; provided, however, that the Indemnifying Party makes such election within 15 days after delivery of notice of claim from the Indemnified Party and agrees in writing to pay the full amount of such indemnification to the Indemnified Party. If an Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall be entitled to have sole control over select counsel satisfactory to the response toIndemnified Party and take all steps necessary in the settlement or defense thereof; provided, defense and that no settlement shall be made without the prior written consent of such claim, provided that, within fifteen (15) days after receipt the Indemnified Party unless the settlement involves only payment of such written notice, money damages by the Indemnifying Party notifies and a release of the Indemnified Party from all liability. The Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its election to so assume full controlchoice. In the event So long as the Indemnifying Party does elect to so assume controlis in good faith defending such claim or proceeding, (a) the Indemnified Party shall be entitled to participate in the response to not compromise or settle such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain without the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt consent of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to defense of any such claim as provided or litigation in this Sectionaccordance with the terms hereof, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and may defend the against such claim or litigation in such manner as it may deem appropriate, at including, but not limited to, settling such claim or litigation (after giving notice of the reasonable cost and expense of same to the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse ) on such terms as the Indemnified Party for such costs may deem appropriate, and expensesthe Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of Section 10.1.

Procedures. (a) Promptly after the receipt by any person or entity entitled to indemnification under the Agreement a party (the "Indemnified Party") of notice of a claim, (i) any claim or of (ii) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. The failure to give the Indemnifying Party of its obligations timely notice under this subsection shall not preclude the Agreement except Indemnified Party from seeking indemnification from the Indemnifying Party unless, and then only to the extent that it can demonstrate damages extent, such failure has materially prejudiced the Indemnifying Party's ability to defend the claim or prejudice attributable to litigation. If such failure. Except as provided in Section 13.2claim does not arise from the claim of a third party, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) 30 days after receipt of such written notice, notice to cure the conditions giving rise to such claim to the Indemnified Party's satisfaction. Failure by the Indemnifying Party notifies the to notify an Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to defend any such claim and or action by a third party within 30 days after notice thereof shall have been given to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain be deemed a waiver by the prior written approval Indemnifying Party of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of its rights to defend such claim or ceasing to defend against action. (b) If the Indemnifying Party assumes the defense of any such claim if such settlement or cessation would cause injunctive relief litigation resulting therefrom with counsel reasonably acceptable to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its expense, in connection with the defense of such claim or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. Except with the prior to written consent of the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by , the Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (other than a judgment of dismissal on the merits without cost) or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all Damages in respect of such claim or litigation. (c) If the Indemnifying Party shall not be liable to assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or litigation in such manner as it may deem appropriate; provided, at however, the reasonable cost and expense of Indemnified Party may not compromise or settle such claim or litigation without the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses's prior written consent.

Procedures. Promptly after receipt by Upon becoming aware of any person or entity circumstance subject to indemnification under this Agreement ("Claim"), the party entitled to indemnification under the Agreement herein (the "“Indemnified Party”) must give prompt written notice ("Indemnification Notice") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant Claim to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "“Indemnifying Party") ”). i). Within [*****] days of such claim receiving the Indemnification Notice, but in writing. No failure to so notify no event later than [*****] days before the Indemnifying Party shall relieve date on which a response is due in connection with the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2Claim, the Indemnifying Party shall be entitled will notify the Indemnified Party, in writing, whether the Indemnifying Party acknowledges its indemnification obligations and elects to have sole assume control over of the response to, defense and settlement of such claim, provided that, within fifteen the entire Claim (15) days after receipt of such written notice, “Election Notice”). ii). If the Indemnifying Party notifies delivers the Election Notice within the required time period, then the Indemnifying Party will immediately take control of the defense and investigation of the Claim and engage counsel reasonably satisfactory to the Indemnified Party of its election to so assume full control. In settle and defend the event Claim, at the Indemnifying Party does elect to so assume control, (a) the Party’s expense. The Indemnified Party shall be entitled will have the right, at its option, to participate in the response to such claim settlement or defense of the claim, with its own counsel and to employ counsel at its own expense to assist in the handling of such claim, (b) expense; but the Indemnifying Party shall obtain will have the right to control the settlement or defense. The Indemnifying Party will not enter into a settlement that imposes any liability or obligation on the Indemnified Party without the Indemnified Party's prior written consent. iii). If the Indemnifying Party fails to: (i) deliver a timely Election Notice; (ii) immediately take control of the defense and investigation of the Claim; (iii) engage counsel reasonably satisfactory to the Indemnified Party to handle and defend the Claim; or (iv) proceed in good faith with the prompt resolution of the Claim, then the Indemnified Party with prior written notice to the Indemnifying [*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party, and without waiving any rights to indemnification, will have the right to defend or settle the Claim without the prior written approval consent of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Indemnifying Party, and (c) the . The Indemnifying Party shall promptly will reimburse the Indemnified Party promptly on demand for any legal expenses reasonably all Damages incurred by the Indemnified Party in connection with defending and settling the defense Claim. iv). Failure of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election Party to assume full control over the response to such claim. After notice by promptly notify in writing the Indemnifying Party to the Indemnified Party of its election to assume full control, will not relieve the Indemnifying Party shall not be liable to the Indemnified Party for of any further legal expenses incurred by such Indemnified Party in connection with the defense of liability that claim. If the Indemnifying Party does not assume sole control over might have, except to the response to extent that such claim as provided in this Section, failure prejudices the Indemnifying Party may participate in Parties ability to defend such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesclaim.”

Procedures. Promptly after receipt by any person or entity entitled to (a) The party seeking indemnification under the Agreement Section 5.2 (the "Indemnified Party") of shall give prompt written notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that against whom indemnity is obligated to provide such indemnification sought (the "Indemnifying Party") of any claim, assertion, event or proceeding of which such claim in writing. No Indemnified Party has knowledge concerning any Loss as to which such Indemnified Party may request indemnification under such Section; provided that the failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of its obligations from any liability under the Agreement Section 5.2, except to the extent that it can demonstrate damages or prejudice attributable to the Indemnifying Party has been prejudiced by such failure. Except as provided . (b) With respect to any such claim or proceeding by or in Section 13.2respect of a third party, the Indemnifying Party shall be entitled have the right to have sole control over direct, through counsel of its own choosing, reasonably satisfactory to the response toIndemnified Party, the defense and or settlement thereof at its own expense. If the Indemnifying Party elects to assume the defense of any such claim, provided that, within fifteen (15) days after receipt of such written noticeclaim or proceeding, the Indemnifying Party notifies thereby waives its right to contest its obligation to indemnify the Indemnified Party pursuant to this Section with respect to such claim or proceeding and the Indemnified Party may participate in such defense, but in such case the expenses of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled paid by the Indemnified Party. The Indemnified Party shall provide the Indemnifying Party with reasonable access to participate in the response its records and personnel relating to such claim and to employ counsel at its own expense to assist in the handling of any such claim, (b) assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Indemnifying Party in the defense or settlement thereof, and the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for all of its reasonable out-of-pocket expenses in connection therewith. Upon assumption of the defense of any legal expenses reasonably incurred such claim or proceeding by the Indemnifying Party, the Indemnified Party in connection with the defense shall not pay, or permit to be paid, any part of any claim or demand arising from such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by asserted liability for so long as the Indemnifying Party to the Indemnified Party of its election to assume full controlis diligently defending such claim or demand, unless the Indemnifying Party shall not consents in writing to such payment or unless a final judgment from which no appeal may be liable to taken is entered against the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claimliability. If the Indemnifying Party does not shall fail to assume sole control over and pursue the response to such claim as provided in this Sectiondefense, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend undertake the claim in such manner as it may deem appropriate, defense or settlement thereof at the reasonable cost and Indemnifying Party's expense (subject to the liability of the Indemnifying Party pursuant to Section 5.2). No third party claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party, who which consent shall not be bound unreasonably withheld. Any such settlement shall include as an unconditional term thereof the giving by any settlement. The the claimant or the plaintiff to the Indemnified Party of a release of the Indemnified Party from all liability in respect of such claim; provided that if the Indemnifying Party submits to the Indemnified Party a bona fide settlement offer from the third party claimant of any claim (which settlement offer shall promptly reimburse include as an unconditional term of it the release by the claimant or the plaintiff to the Indemnified Party from all liability in respect of such claim) and the Indemnified Party refuses to consent to such settlement, then thereafter the Indemnifying Party's liability to the Indemnified Party for indemnification with respect to such claim shall not exceed the settlement amount included in said bona fide settlement offer, and the Indemnified Party shall either assume the defense of such claim or pay the Indemnifying Party's attorney's fees and other out-of-pocket costs incurred thereafter in continuing the defense of such claim. (c) Each payment made pursuant to Section 5.2 of an amount equal to $1,000,000 or more shall be made promptly following final determination of such claim and expenseseach such payment of an amount of less than $1,000,000 shall be made no later than the end of the calendar quarter next following the date on which the amount of such claim was finally determined. Any such payment shall be limited to the amount of any liability or damage that remains after deducting therefrom any indemnity, contribution or other similar payment recoverable by the Indemnified Party from any third party with respect thereto.

Procedures. Promptly after receipt by If any person Claim is threatened or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of commenced against any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant that an Indemnifying Party is obligated to the Agreementindemnify and hold harmless an Indemnified Party under Sections 15.1 or 15.2, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve of the same as promptly as practicable; provided, however, that any delay by the Indemnified Party in notifying the Indemnifying Party shall not constitute a breach of its obligations this Agreement and shall not excuse the Indemnifying Party's obligation under the Agreement this Section 15 except to the extent extent, if any, that it can demonstrate damages or prejudice attributable to the Indemnifying Party is prejudiced by such failuredelay. Except as provided in Section 13.2After such notice, the Indemnifying Party shall be entitled to have sole control over the response toentitled, defense and settlement of such claim, provided that, if it so elects in writing within fifteen ten (1510) days after receipt of such written notice, to take control of the defense, investigation and settlement of such Claim and to employ and engage attorneys of its choice reasonably acceptable to the Indemnified Party to handle, defend and/or settle the same, at the Indemnifying Party's sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party notifies and its attorneys in the settlement, investigation, trial and defense of such Claim and any appeal arising there from; provided however, that the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume controlmay, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist cost and expense, participate through its attorneys or otherwise, in the handling such settlement, investigation, trial and defense of such claim, (b) the Claim and any appeal arising there from. The Indemnifying Party shall obtain not settle any Claim that involves a remedy other than the payment of money without the prior written approval consent of the Indemnified Party (Party, which approval consent shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. Promptly (a) As soon as reasonably practicable after receipt by the Sellers, on the one hand, or the Buyer, on the other hand, becomes aware of any person claim that they or entity entitled to indemnification it have or has under the Agreement this Article X that may result in a Loss (a “Claim”), such Party (the "“Indemnified Party"”) of shall give written notice of thereof (a claim, or “Claims Notice”) to the other Party (the “Indemnifying Party”). A Claims Notice shall describe the Claim in reasonable detail and shall set forth the Indemnified Party’s good faith calculation of the commencement (Loss that has been suffered by the Indemnified Party. No delay in or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving failure to give a claim, in respect of which Claims Notice by the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall respond to the Claims Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claims Notice is received by the Indemnifying Party. Any Claim Response must specify whether the Indemnifying Party disputes the Claim described in the Claims Notice (or the amount of Losses set forth therein). If the Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Claim described in the related Claims Notice. If the Indemnifying Party elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of Losses alleged in such Claims Notice with respect to such undisputed Claim will be conclusively deemed to be an obligation of the Indemnifying Party, and (i) if the Indemnifying Party is the Buyer, then the Buyer shall pay, in cash, to the Indemnified Party within ten days after the last day of the applicable Response Period the amount specified in the Claims Notice with respect to such undisputed Claim subject to the limitations set forth in this Article X and (ii) if the Indemnifying Party is any Seller, then the Buyer and the Representative shall within three days, deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to the Buyer from the Base Escrow Amount, the amount of Losses specified in the Claim Notice, subject to the limitations contained in this Article X. If the Base Escrow Amount has been depleted, then the applicable Sellers shall pay to the Buyer within ten days after the last day of the applicable Response Period, the remaining amount specified in the Claim Notice subject to the limitations contained in this Article X. If the Indemnifying Party delivers a Claim Response within the Response Period indicating that it disputes one or more of the Claims identified in the Claims Notice, then the Buyer and the Representative shall promptly meet and use their commercially reasonable efforts to settle the dispute. If the Buyer and the Representative are unable to reach agreement within 15 days after the conclusion of the Response Period, then either the Buyer or the Representative may resort to other legal remedies subject to the limitations set forth in this Article X. For all purposes of this Article X (including those pertaining to disputes under this Section 10.4(b)), the Agreement Buyer and the Sellers shall cooperate with and make available to the other Party and its respective representatives all information, records and data, and shall permit reasonable access to its facilities and personnel, as reasonably may be required in connection with the resolution of such disputes. (c) In the event of any claim by a third party against the Buyer or any Seller for which indemnification is available hereunder, the Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within 60 days of receipt of a Claims Notice from the Indemnified Party or within 30 days of receipt of any New Facts, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party. Without limiting the foregoing, if the Indemnified Party has previously delivered a Claims Notice to the Indemnifying Party, and the Indemnifying Party is or was eligible to but has not elected or did not elect to assume control of the defense of such claim, then the Indemnified Party shall promptly (i) disclose in writing to the Indemnifying Party any material new or materially changed allegations or claims being asserted against the Indemnified Party in respect of such claim, and (ii) upon request of the Indemnifying Party, provide a written summary of the status of such claim to the Indemnifying Party (all of the information provided in clauses (i) and (ii) above, if such summary discloses a change that is adverse to the Indemnifying Party, the “New Facts”). No delay in or failure to give a notice of New Facts by the Indemnified Party to the Indemnifying Party shall adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party, except to the extent that it can demonstrate damages the Indemnifying Party is materially prejudiced by such delay or prejudice attributable to such failure. Except If the Indemnifying Party is a Seller, such Indemnifying Party will be entitled to defend and settle such claim using the Base Escrow Amount and the Representative and the Buyer jointly shall instruct the Escrow Agent to release funds held under the Escrow Agreement for this purpose from time to time in accordance with the provisions of this Agreement and the Escrow Agreement. If the Indemnifying Party is the Buyer, such Indemnifying Party shall not be entitled to defend such claim using the Base Escrow Amount. If the Indemnifying Party has assumed such defense as provided in this Section 13.210.4(c), the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall will not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party liable for any legal expenses reasonably subsequently incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such defense of any third party claim as provided in accordance with this SectionSection 10.4(c), the Indemnifying Party may participate in such response and the Indemnified Party shall have the right may continue to respond to and defend the such claim in such manner as it may deem appropriate, at the reasonable sole cost and expense of the Indemnifying Party (subject to the limitations set forth in this Article X) and the Indemnifying Party still may participate in, but not control, the defense of such third party claim at the Indemnifying Party, who shall be bound by any settlement’s sole cost and expense. The Indemnified Party will not consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnifying Party shall promptly reimburse (such consent not to be unreasonably withheld or delayed). Except with the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld or delayed), no Indemnifying Party, in the defense of any such claim, will consent to the entry of any judgment or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the Indemnified Party or (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim. The Party responsible for the defense of such third party claim (the “Responsible Party”) shall, to the extent reasonably requested by the other Party, keep such other Party informed as to the status of such claim. With respect to a third party claim for which a Seller is the Responsible Party, the Buyer shall make available to the applicable Seller, the Representative and their representatives all books and records of the Buyer, Holdco and Enginetics relating to such third party claim and shall cooperate with the applicable Seller and the Representative in the defense of the third party claim. (d) Notwithstanding the proceeding provisions of this Section 10.4, with respect to any claim arising out of any matter identified on Schedule 10.2(c), the Representative shall have the sole and absolute right to assume and conduct the defense of such claim with counsel selected by the Representative and the Representative will be entitled to settle such claim using the Special Escrow Amount and the Representative and the Buyer jointly shall instruct the Escrow Agent to release funds held under the Escrow Agreement to the Representative to pay defense costs and expensesexpenses from time to time and costs of settlement or judgment in accordance with the provisions of this Agreement and the Escrow Agreement. (e) On the 12-month anniversary of the Closing Date (the “Base Escrow Termination Date”), all funds representing the Base Escrow Amount under the Escrow Agreement shall be released to the Representative for the benefit of the Sellers, minus the amount of any Losses determined by the Buyer reasonably and in good faith for any valid claims for reimbursement from the Base Escrow Amount hereunder that have been timely and properly made and delivered to the Representative prior to the Base Escrow Termination Date, which claims and Losses are made and determined in accordance with this Article X including this Section 10.4

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") a party hereto of notice of any claim which could give rise to a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek right to indemnification pursuant to Section 9.2 or Section 9.3, such party (the Agreement, “Indemnified Party”) shall give the other party (the “Indemnifying Party”) written notice describing the claim in reasonable detail. The failure of an Indemnified Party to give notice in the manner provided herein shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement this Article, except to the extent that it can demonstrate damages such failure to give notice materially prejudices the Indemnifying Party’s ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or prejudice attributable to defend, at its own expense and by its own counsel, any such failurematter involving the asserted liability of the party seeking such indemnification. Except as provided in Section 13.2Notwithstanding the foregoing, the Indemnifying Party shall be entitled to have sole control over not settle or compromise any claim, without the response to, defense and Indemnified Party’s prior written consent where (a) the settlement or compromise of such claimclaim would materially and adversely affect the rights of the Indemnified Party to use the Acquired Assets or the Licensed Technology or (b) the amount of Damages agreed to in such settlement or compromise would exceed the Indemnifying Party’s obligations under this Article 9, provided thatand such settlement or compromise does not contain a release of the Indemnified Party for the amount of Damages in excess of the Indemnifying Party’s obligations under this Article 9. If the Indemnifying Party shall undertake to compromise or defend any such asserted liability, within fifteen it shall promptly (15and in any event not less than ten (10) days after receipt of such written the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party notifies and its counsel in the compromise or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. Notwithstanding the foregoing, if the Indemnifying Party elects not to compromise or defend the asserted liability, or fails to notify the Indemnified Party of its election to so assume full control. In compromise or defend as herein provided, (i) the event Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs, expenses, (ii) any payment made therewith shall be included as part of the indemnification obligation of the Indemnifying Party does elect hereunder, and (iii) the Indemnifying Party shall cooperate with the Indemnified Party and its counsel in compromise or defense against the asserted liability. Notwithstanding the foregoing, the Indemnified Party may not settle or compromise any claim without consent of the Indemnifying Party, such consent which shall not unreasonably be withheld. The Indemnified Party shall have at all times the right to so assume controlparticipate fully in the defense, at its own expense; provided, however, that the Indemnifying Party shall pay the legal fees of one counsel for the Indemnified Party if the Indemnified Party has been advised by counsel that there would be a conflict of interest in having the same counsel represent the Indemnified Party and the Indemnifying Party. In connection with the defense of any claim, each party shall make available to the party controlling the defense any books, records or other documents within its control that are necessary or appropriate for such defense; provided, however, any such books, records or other documents which are made available hereunder shall be held in strict confidence by the receiving party and such disclosure obligation shall apply only to the extent that such books, records or other documents relate to the Products. Notwithstanding anything to the contrary in this Section 9.4, (a) the Indemnified Party party conducting the defense of a claim shall be entitled (i) keep the other party informed on a reasonable and timely basis as to participate the status of the defense of such claim (but only to the extent such other party is not participating jointly in the response to such claim and to employ counsel at its own expense to assist in the handling defense of such claim), and (ii) conduct the defense of such claim in a prudent manner, and (b) the Indemnifying Party shall obtain not cease to defend, settle or otherwise dispose of any claim without the prior written approval consent of the Indemnified Party (which approval consent shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenseswithheld).

Procedures. Promptly after receipt by any A person or entity entitled to indemnification under the this Agreement (the "“Indemnified Party"”) of shall, as a condition to the other party’s obligations under this Section 8, tender a claim to the other party obligated to provide indemnification under this Agreement (“Indemnifying Party”) in writing within two (2) weeks after first receiving written notice of a the claim, or of provide all information in its possession relating to the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which and reasonably cooperate and, at the Indemnified Party will seek indemnification pursuant Indemnifying Party’s expense, assist with the Indemnifying Party’s efforts to defend the Agreement, claim; provided that the failure to provide such notice by the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement obligation to indemnify hereunder except and only to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlementis materially prejudiced. The Indemnifying Party shall promptly reimburse assume the defense of the claim at its own expense, and shall pay all costs associated with the defense (including reasonable attorneys’ fees) and the amount of any settlement reached or final judgment specifically attributable to such claim. The Indemnifying Party shall have full control over such defense, including any settlement discussions or agreement. Notwithstanding the foregoing, the Indemnified Party for may participate at its own expense in the defense and any settlement discussions, and shall have the right to approve any settlement agreement purporting to bind the Indemnified Party or which otherwise affects any Intellectual Property of the Indemnified Party; provided, however, that such costs and expensesapproval shall not be unreasonably withheld.

Procedures. Promptly after receipt by (a) In the event that any person claim or entity demand for which Seller or Buyer (in such context (the “Indemnifying Party”) would be liable to a Person entitled to indemnification under in accordance with Section 11.2 (in such context, the Agreement (the "“Indemnified Party"”) of notice of a claim, is asserted against or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the sought to be collected from an Indemnified Party will seek indemnification pursuant to the Agreementby a third party, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") give reasonably prompt notice of such claim or demand promptly to the Indemnifying Party, which notice shall specify the nature of such claim or demand in writing. No reasonable detail and the amount or the estimated amount thereof to the extent then reasonably feasible (the “Claim Notice”) and shall attach to such Claim Notice copies of any applicable summonses, complaints, pleadings, written claims, demands, notices, correspondence or other documents evidencing or supporting such claim in the possession of the Indemnified Party; provided that the failure of the Indemnified Party to so notify give the Indemnifying Party a Claim Notice on a reasonably prompt basis shall not relieve the Indemnifying Party of from its obligations under the Agreement Section 11.2, except to the extent that it can demonstrate damages or of any actual prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement as a result of such claim, provided that, within fifteen delay. (15b) The Indemnifying Party shall have thirty (30) days after from the receipt of a Claim Notice (the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such written notice, claim or demand. If the Indemnifying Party notifies the Indemnified Party of its election within the Notice Period that it desires to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) defend the Indemnified Party shall be entitled to participate in the response to against such claim and to employ counsel at its own expense to assist in the handling of such claimor demand, (b) the Indemnifying Party shall obtain have the right to defend the Indemnified Party by appropriate proceedings; provided, however, that the Indemnifying Party shall not, without the prior written approval consent of the Indemnified Party (which approval consent shall not be unreasonably withheld withheld, delayed or delayed) before entering conditioned), consent to the entry of any judgment against the Indemnified Party or enter into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against compromise that (i) does not include, as an unconditional term thereof, the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred giving by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party claimant or plaintiff to the Indemnified Party of its election a release, in form and substance reasonably satisfactory to assume full controlthe Indemnified Party, from all liability in respect of such claim or litigation, or (ii) includes terms and conditions that, in the reasonable judgment of the Indemnified Party, impose any burden, restraint, cost, liability, duty or other obligation on the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable entitled to assume the control of the defense of any claim that (w) seeks injunctive, equitable or other non-monetary relief, (x) involves a claim of fraud by the Indemnified Party or any of its Affiliates, (y) involves any criminal or quasi-criminal proceeding or (z) in the reasonable opinion of the Indemnified Party, involves a bona fide conflict of interest between the Indemnifying Party and the Indemnified Party. The Indemnified Party shall make available, upon reasonable notice and during normal business hours, to the Indemnifying Party and its agents and representatives, at the Indemnifying Party’s expense, all records, documents, information, data and other materials which may be reasonably required in the defense of such third party claim, and shall otherwise cooperate, at the Indemnifying Party’s expense, with and assist the Indemnifying Party in its defense of the claim; provided that in no event shall the Indemnifying Party have access to any information to the extent such access would violate Laws or would destroy any legal privilege or would violate any obligation of confidentiality. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense; provided that, the Indemnifying Party shall bear the reasonable fees and expenses of one separate counsel (and additional counsel in local jurisdictions as may be reasonably necessary) of the Indemnified Party (and shall pay such fees and expenses at least quarterly) if the Indemnified Party shall have reasonably concluded that there may be a conflict of interest (including one or more legal defenses or counterclaims available to it which are different from or in addition to those available to the Indemnifying Party) that would make it inappropriate, in the reasonable judgment of the Indemnified Party, for the same counsel to represent both the Indemnified Party and the Indemnifying Party. (c) In the event that the Indemnifying Party does not provide notice to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with during the Notice Period of its intent to and then assume the defense of that a third party claim, the Indemnified Party may assume the defense of such claim and, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned), consent to the entry of any judgment against the Indemnified Party or enter into any settlement or compromise with respect to such claim; provided that, if the Indemnifying Party has not provided its consent thereto in accordance with this sentence, such entry of judgment or settlement shall not be conclusive as to the Indemnifying Party’s obligations under Section 11.2. If the Indemnifying Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. (d) In the event an Indemnified Party has a claim against the Indemnifying Party hereunder that does not assume sole control over involve a claim or demand being asserted against or sought to be collected from it by a third party, the response Indemnified Party shall promptly upon becoming aware of the nature of and basis for such claim send a Claim Notice with respect to such claim as provided in this Section, to the Indemnifying Party may participate in such response Party, and the Indemnified Party shall have the right to respond to and defend the may pursue such claim in such manner as it may deem appropriate, at accordance with the reasonable cost terms and expense conditions of this Agreement; provided that the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse failure of the Indemnified Party for to give the Indemnifying Party a Claim Notice on a reasonably prompt basis shall not relieve the Indemnifying Party from its obligations under Section 11.2, except to the extent of any actual prejudice to the Indemnifying Party as a result of such costs and expensesdelay.

Procedures. Promptly after receipt by any person or entity entitled to When a party seeking indemnification under the Agreement Section 8.2 or 8.3 (the "Indemnified Party") of receives notice of a any action, suit, proceeding, claim, demand or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving assessment which is likely to give rise to a claim, in respect of which the Indemnified Party will seek claim for indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify give prompt written notice thereof to the other party that is obligated to provide such indemnification (the "Indemnifying Party") reasonably describing (to the extent known) the nature of such claim in writingand the basis therefor. No failure If the Indemnified Party fails to so notify give such prompt written notice to the Indemnifying Party, the Indemnified Party shall relieve not forfeit its indemnification claim, but such indemnification claim shall be reduced by the Indemnifying amount of any additional or increased liability, cost or expense (including applicable interest and penalties) caused by the delay in giving notice. If the Indemnified Party of its obligations under the Agreement except is entitled to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2indemnification hereunder, the Indemnifying Party shall be entitled shall, at its expense, assume the complete defense of the action, suit, proceeding, claim, demand or assessment giving rise thereto, with full authority to have sole control over the response to, conduct such defense and settlement to settle or otherwise dispose of such claimthe same, provided that, within fifteen (15) days after receipt of such written notice, the except as set forth below. The Indemnifying Party notifies and the Indemnified Party will each fully cooperate with the other in the defense of its election any claim which is likely to so assume full controlgive rise to a claim for indemnification hereunder or does present such a claim. In the event the The Indemnifying Party does elect to so assume controlwill not, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain except with the prior written approval consent of the Indemnified Party (which approval consent shall not be unreasonably withheld withheld), consent to the entry of any judgment or delayed) before entering enter into any settlement in connection with such defense which does not include a release of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified PartyParty from all liability in respect thereof or does include any undertaking or agreement which causes the Indemnified Party to perform any act or to refrain from performing any act. The Indemnified Party will not, and (c) except with the prior written consent of the Indemnifying Party (which consent shall promptly reimburse not be unreasonably withheld), consent to the Indemnified Party for entry of any legal expenses reasonably incurred by the Indemnified Party judgment or enter into any settlement in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesdefense.

Procedures. Promptly 14.4.1 Within [thirty (30) days] after the receipt by either party of notice of (a) any person claim or entity entitled (b) the commencement of any action or proceeding which may entitle such party to indemnification under the Agreement this Section, such party (the "Indemnified Party") of notice of a claim, or of shall give the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. The failure to give the Indemnifying Party of its obligations timely notice under this Section 14.4.1 shall not preclude the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, Indemnified Party from seeking indemnification from the Indemnifying Party shall be entitled unless such failure has materially prejudiced the Indemnifying Party's ability to have sole control over defend the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, claim or litigation. 14.4.2 If the Indemnifying Party notifies assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to the Indemnified Party Party, the obligations of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom and to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against holding the Indemnified PartyParty harmless from and against any losses, damages and (c) liabilities caused by or arising out of any settlement approved by the Indemnifying Party shall promptly reimburse or any judgment in connection with such claim or litigation resulting therefrom; however, the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its expense, in connection with the defense of such claim prior or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Indemnified Party's receipt , or enter into any settlement, except with the written consent of the Indemnifying Indemnified Party's notice of its election to assume full control over , which does not include as an unconditional term thereof the response to such claim. After notice giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all liability in respect of such claim or litigation. 14.4.3 If the Indemnifying Party shall not be liable to assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or litigation in such manner as it may deem appropriate, at and the reasonable cost and expense of Indemnified Party may compromise or settle such claim or litigation without the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses's consent.

Procedures. 12.3.1 Promptly after the receipt by any person or entity entitled to indemnification under the Agreement party (the "Indemnified Party") of notice of a claim, (A) any claim or of (B) the commencement (or threatened commencement) of any civilaction, criminalproceeding or litigation (collectively, administrative or investigative action or proceeding involving a claim"Litigation") which may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such claim or Litigation and shall permit the Indemnifying Party shall relieve to assume the defense of any such Litigation. The failure to give the Indemnifying Party of its obligations timely notice under this clause shall not preclude the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, Indemnified Party from seeking indemnification from the Indemnifying Party shall be entitled unless such failure has materially prejudiced the Indemnifying Party's ability to have sole control over the response to, defense and settlement of defend such claim, provided that, within fifteen (15) days after receipt of such written notice, claim or Litigation. 12.3.2 If the Indemnifying Party notifies assumes the defense of any such claim or Litigation with counsel reasonably acceptable to the Indemnified Party Party, the obligations of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and or Litigation shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing Litigation and to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against holding the Indemnified PartyParty harmless from FILING #0001705193 PG 70 OF 193 VOL B-00116 FILED 03/20/1997 03:00 PM PAGE 03436 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE and against any losses, damages and (c) liabilities caused by or arising out of any settlement approved by the Indemnifying Party shall promptly reimburse or any judgment in connection with such claim or Litigation; however, the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its or his expense, in connection with the defense of such claim prior or Litigation provided that the Indemnifying Party shall direct and control the defense of such claim or Litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or Litigation, consent to entry of any judgment, except with the written consent of the Indemnified Party's receipt , or enter into any settlement, except with the written consent of the Indemnifying Indemnified Party's notice of its election to assume full control over , which does not include as an unconditional term thereof the response to such claim. After notice giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all liability in respect of such claim or Litigation. 12.3.3 If the Indemnifying Party shall not be liable to assume the defense of any such claim or Litigation, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or Litigation in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such costs claim or Litigation. If no settlement of the claim or Litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such Litigation and of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in the defense against such claim or Litigation. 12.3.4 Regardless of whether the Indemnifying Party shall have assumed the defense of any such claim or Litigation, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such claim or Litigation without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). FILING #0001705193 PG 71 OF 193 VOL B-00116 FILED 03/20/1997 03:00 PM PAGE 03437 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE SECTION 13 MISCELLANEOUS PROVISIONS

Procedures. Promptly after receipt The party seeking indemnification under this Section ("Indemnitee") shall give the party from whom it seeks indemnification ("Indemnitor") prompt notice, of the assertion of any such claim. The right to Indemnification under this Agreement shall not be affected by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except give or any delay in giving such notice unless, and then only to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2that, the Indemnifying Party shall be entitled rights and remedies of the party to whom such notice was to have sole control over been given shall have been prejudiced. The Indemnitor shall assume the response todefense of any indemnification claim provided, defense however, that if the Indemnitor fails, within a reasonable time after receipt of written notice of such claim, to assume the defense, compromise, and settlement of such claim, provided that, within fifteen the Indemnitee shall (15) days after receipt of such written notice, upon notifying the Indemnifying Party notifies the Indemnified Party Indemnitor of its election to so assume full control. In do so) have the event right to undertake the Indemnifying Party does elect to so assume controldefense, (a) the Indemnified Party shall be entitled to participate in the response to such claim compromise, and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing on behalf and for the account and risk of the Indemnitor (it being understood and agreed that the Indemnitor shall thereafter not be entitled to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with assume the defense of such claim). The Indemnitor shall not settle or compromise (i) any claim prior or consent to the Indemnified Party's receipt entry of any judgment that does not include as an unconditional term thereof the grant by claimant or plaintiff to the Indemnitee of a release from any and all liability in respect therefor, or (ii) any claim in any manner, or consent to the entry of any judgment, that could reasonably be expected to have a material adverse effect on the Indemnitee. If upon presentation of a claim for indemnity hereunder the Indemnitor does not agree that all, or part, of such claim is subject to the indemnification obligations imposed upon it pursuant to this Agreement, it shall promptly so notify the Indemnitee. Thereupon, the parties shall attempt to resolve their dispute, including where appropriate, reaching an agreement as to that portion of the Indemnifying Party's notice claim, if any, which both concede is subject to indemnification. To the extent that the parties are unable to reach some compromise, either party may unilaterally submit the matter for determination by a court of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensescompetent jurisdiction.

Procedures. (i) Promptly after the receipt by any person or entity Person entitled to indemnification indemnity hereunder of notice under this paragraph 8.2, of (a) any claim or (b) the Agreement commencement of any action or proceeding, such Person (the "Indemnified Aggrieved Party") of notice of will, if a claim, or of the commencement (or threatened commencement) of claim with respect thereto is to be made against any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek party obligated to provide indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification this Article 8 (the "Indemnifying Party") ), give such Indemnifying Party written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim, and, upon such assumption, shall relieve cooperate fully with the Indemnifying Party in the conduct of such defense. Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such action within a reasonable time, but in no event more than fifteen days after notice thereof shall have been given to the Indemnifying Party, shall be deemed a waiver by the Indemnifying Party of its obligations under the Agreement except right to the extent that it can demonstrate damages or prejudice attributable to defend such failureaction. Except as provided in Section 13.2, If the Indemnifying Party shall be entitled to have sole control over assumes the response todefense of any such claim or litigation resulting therefrom, defense and settlement the obligations of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps reasonably necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom. The Aggrieved Party may participate, at its expense, in the defense of such claim or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Aggrieved Party, or enter into any settlement, except with the written consent of the Aggrieved Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Aggrieved Party of a release from all liability in respect of such claim or litigation. In addition, all awards and costs payable by a third party to the Aggrieved Party or the Indemnifying Party previously paid by an Indemnifying Party shall belong to the Indemnifying Party. (ii) If the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, the Aggrieved Party may defend against such claim if or litigation in such settlement manner as it may deem appropriate and, unless the Indemnifying Party shall deposit with the Aggrieved Party a sum equivalent to the total amount demanded (subject to the limitation set forth in Section 8.3(b)) in such claim or cessation would cause injunctive relief litigation less the Minimum Loss, or shall deliver to be imposed against the Indemnified PartyAggrieved Party a surety bond in form and substance reasonably satisfactory to the Aggrieved Party in such amount, the Aggrieved Party may settle such claim or litigation on such terms as it may deem appropriate, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Aggrieved Party for any the amount of all expenses, legal expenses reasonably or otherwise, incurred by the Indemnified Aggrieved Party in connection with the defense against or settlement of such claim prior to the Indemnified Party's receipt or litigation. If no settlement of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlclaim or litigation is made, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Aggrieved Party for the amount of any judgment rendered with respect to such costs claim or in such litigation and of all expenses, legal or otherwise, incurred by the Aggrieved Party in the defense against such claim or litigation subject to the limitations set forth in Article 8.

Procedures. Promptly after receipt by any person or entity entitled to (a) The party seeking indemnification under the Agreement Section 11.02 (the "Indemnified Party") of shall promptly give to the party against whom indemnity is sought (the "Indemnifying Party") written notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of matter which the Indemnified Party will seek has determined has given or could give rise to a right of indemnification pursuant under this Agreement; provided that any failure to give prompt notice shall not relieve the Indemnifying Party from its indemnification obligations, except to the extent that it is damaged by such failure to give prompt notice. If a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") and in any case within 30 days of such claim in writing. No failure to so notify being formally made) give the Indemnifying Party shall relieve the Indemnifying Party written notice of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failureclaim. Except as provided in Section 13.2, the The Indemnifying Party shall be entitled have the right to have sole assume and control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt claims at its expense and through counsel of such written notice, the Indemnifying Party notifies its choice reasonably acceptable to the Indemnified Party of its election to so assume full controlParty. In the event the Indemnifying Party does elect to so assume control, (a) the The Indemnified Party shall be entitled entitled, at its option and expense, to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior through counsel of its choice reasonably acceptable to the Indemnifying Party. If the Indemnifying Party exercises its right to undertake the defense against any such claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party's receipt of , at the Indemnifying Party's notice of expense, all pertinent records, materials and information in its election to assume full possession or under its control over the response to such claim. After notice relating thereto as is reasonably requested by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Party. The Indemnifying Party shall not be liable to the Indemnified Party under Section 11.02 for any further legal expenses incurred by such Indemnified Party settlement effected without its written consent of any claim, litigation or proceeding in connection with the defense respect of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party which indemnity may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlementsought. The Indemnifying Party shall promptly reimburse may settle or compromise any claim for money damages in respect of which indemnity may be sought by the Indemnified Party for hereunder so long as such costs and expensessettlement or compromise includes an unconditional release of the Indemnified Party from such claim.

Procedures. Promptly after receipt by any person or entity For purposes of this Section, the party entitled to indemnification under the Agreement (shall be known as the "Indemnified Party" and the party required to indemnify shall be known as the ") of notice of Indemnifying Party." In the event that the Indemnifying Party shall be obligated to the Indemnified Party pursuant to this Section or in the event that a claimsuit, or of the commencement (or threatened commencement) of any civilaction, criminalinvestigation, administrative or investigative action claim or proceeding involving is begun, made or instituted as a claim, in respect result of which the Indemnifying Party may become obligated to the Indemnified Party will seek indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify the party that is obligated give prompt written notice, within ten (10) business days, to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except occurrence of such event. The failure of the Indemnified Party to provide the Indemnifying Party with timely notice will limit the indemnification provided for in this Article VII, only if, and to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2that, the failure to provide such timely notice results in the forfeiture of substantial rights by the Indemnifying Party. The Indemnifying Party shall be entitled agrees to have sole control over the response todefend, defense and settlement of contest or otherwise protect against any such claimsuit, provided thataction, within fifteen (15) days after receipt of such written noticeinvestigation, claim or proceeding at the Indemnifying Party notifies the Party's own cost and expense. The Indemnified Party shall have the right but not the obligation to participate at its own expense in the defense thereof by counsel of its election to so assume full controlown choice. In the event that the Indemnifying Party does elect fails to so assume control, (a) notify the Indemnified Party shall be entitled within ten (10) days of its receipt of notice of a claim that it intends to participate in assume the response defense thereof or thereafter to timely defend, contest or otherwise protect against any such claim and to employ counsel at its own expense to assist in the handling of such claimsuit, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such action, investigation, claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partyproceeding, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to defend, contest or otherwise protect against the same and defend may make any compromise or settlement thereof and recover the claim in such manner as it may deem appropriate, at the reasonable entire cost and expense of thereof from the Indemnifying PartyParty including without limitation, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for reasonable attorneys' fees, disbursements and all amounts paid as a result of such costs and expensessuit, action, investigation, claim or proceeding or compromise or settlement thereof.

Procedures. (a) Promptly after the receipt by any person or entity entitled to indemnification under the Agreement party (the "Indemnified Party") of notice of a claim, (a) any claim or of (b) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim, or any litigation or proceeding resulting from such claim. The failure to give the Indemnifying Party of its obligations timely notice under this subsection shall not preclude the Agreement except Indemnified Party from seeking indemnification from the Indemnifying Party unless, and then only to the extent that it can demonstrate damages extent, such failure has materially prejudiced the Indemnifying Party's ability to defend the claim, litigation or prejudice attributable to proceeding. If such failure. Except as provided in Section 13.2claim does not arise from the claim of a third party, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) 30 days after receipt of such written notice, notice to cure the conditions giving rise to such claim to the Indemnified Party's satisfaction. Failure by the Indemnifying Party notifies the to notify an Indemnified Party of its election to so assume full control. In the event defend any such claim, litigation or proceeding by a third party within 30 days after notice thereof shall have been given to the Indemnifying Party does elect shall be deemed a waiver by the Indemnifying Party of its rights to so assume controldefend such claim, litigation or proceeding. (ab) If the Indemnifying Party assumes the defense of any such claim, litigation or proceeding resulting therefrom with counsel reasonably acceptable to the Indemnified Party, the Indemnifying Party shall be entitled to participate take all steps necessary in the response to such claim and to employ counsel at its own expense to assist in the handling defense or settlement of such claim, (b) litigation or proceeding resulting therefrom and hold the Indemnified Party harmless from and against any Damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim, litigation or proceeding resulting therefrom; however, the Indemnified Party may participate, at its expense, in the defense of such claim, litigation or proceeding provided that the Indemnifying Party shall obtain direct and control the defense of such claim, litigation or proceeding. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. Except with the prior written approval consent of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and the Indemnifying Party shall not, in the defense of such claim, or any litigation or proceeding resulting therefrom, consent to the entry of any judgment (other than a judgment of dismissal on the merits without cost) or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all Damages in respect of such claim, litigation or proceeding. (c) If the Indemnifying Party shall not assume the defense of any such claim, litigation or proceeding resulting therefrom, the Indemnified Party may, but shall have no obligation to, defend against such claim, litigation or proceeding in such manner as it may deem appropriate, and the Indemnified Party may compromise or settle such claim, litigation or proceeding without the Indemnifying Party's consent. Within 30 days of written request, the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably the amount of all Damages incurred by the Indemnified Party in connection with the defense against or settlement of such claim prior to the Indemnified Party's receipt claim, litigation or proceeding. If no settlement of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, litigation or proceeding is made, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such costs and expensesclaim, litigation or proceeding.

Procedures. 17.4.1 Promptly after receipt by a Party of any person claim or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminalaction, administrative or investigative action legal proceeding, or proceeding involving a claim, in respect of investigation as to which the Indemnified Party will seek indemnification pursuant to the Agreementindemnity provided for in this Article 17 may apply, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party of its obligations under from any liability which it may have to the Agreement Indemnified Party except to the extent that it can demonstrate damages or prejudice attributable such failure to such failurenotify shall adversely affect the rights of the Indemnifying Party. Except as provided in Section 13.2, the The Indemnifying Party shall be entitled to have sole control over participate at its own expense in the response todefense or, if it so elects, to assume the defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, thereof with counsel designated by the Indemnifying Party notifies and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party of its election to so assume full control. In the event and the Indemnifying Party does elect and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to so assume controlit which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (a) the Indemnified Party shall be entitled to participate have retained such counsel in accordance with the response to such claim and to employ counsel at its own expense to assist in the handling of such claimpreceding paragraph 17.4.1, (b) the Indemnifying Party shall obtain elect not to assume the defenses of such action, (c) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (d) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written approval consent of the Indemnified Party (Indemnifying Party, which approval consent shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the The Indemnifying Party shall not be liable enter into a settlement or other compromise with respect to any claim against the Indemnified Party for without the Indemnified Party’s consent unless (i) there is no finding or admission of any further legal expenses incurred violation of Applicable Law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by such Indemnified Party in connection with the defense of that claimIndemnifying Party. If the Indemnifying Party does not fails to assume sole control over the response to defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this SectionArticle 17, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the Indemnifying Party may participate in such response and amount owing to the Indemnified Party shall have be the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense amount of the Indemnifying Indemnified Party, who shall be bound ’s actual loss net of any insurance proceeds received by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesfollowing a reasonable effort by the Indemnified Party.

Procedures. Promptly after receipt by any person or entity The Party seeking to be indemnified pursuant to this Section 12 (as applicable, the “Indemnified Party”) shall be entitled to indemnification under the Agreement hereunder only: (the "Indemnified Party"i) of if it gives written notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification hereunder (the "“Indemnifying Party"”) of any losses or claims, suits, or proceedings by Third Parties which may give rise to a claim for indemnification with reasonable promptness after receiving written notice of such claim (or, in writing. No the case of a proceeding, is served in such proceeding) or becoming aware of any such loss; provided, however, that failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of its obligations under the Agreement obligation to provide indemnification, except if and to the extent that the Indemnifying Party is actually and materially prejudiced thereby, and (ii) once the Indemnifying Party confirms in writing to the Indemnified Party that it can demonstrate damages or prejudice attributable is prepared to such failure. Except as provided in Section 13.2assume its indemnification obligations hereunder, the Indemnifying Party shall be entitled to have has sole control over the response to, defense and settlement of such the claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claimcost and expense; provided, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partyhowever, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim be represented by its own counsel at its own cost in such manner as it may deem appropriatematters. Notwithstanding the foregoing, at (x) no Indemnifying Party shall have the reasonable cost and expense right to assume control over the assertion of any claim, or the commencement of any action, in either case with respect to Taxes of the Indemnified Party, provided that the Indemnified Party shall not settle or resolve any such claim or action if doing so would reasonably be expected to adversely impact the Indemnifying Party, including increasing the Indemnifying Party’s obligations pursuant to this Agreement, without the prior written consent of the Indemnifying Party, who which shall not be bound by any settlement. The unreasonably withheld, conditioned or delayed; and (y) the Indemnifying Party shall promptly reimburse not settle or dispose of any such matter in any manner which would require the Indemnified Party to make any admission, or to take any action (except for ceasing use or distribution of the items subject to the claim) without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. Each Party shall reasonably cooperate with the other Party and its counsel in the course of the defense of any such costs suit, claim, or demand, such cooperation to include using reasonable efforts to provide or make available documents, information, and expenseswitnesses and to mitigate damages.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party The indemnified party shall promptly notify the indemnifying party that of any claims subject to this Section 9. The indemnified party further agrees to give the indemnifying party reasonable non-monetary assistance at the indemnifying party’s sole cost and expense (such assistance does not require, and is obligated without, waiver of any attorney/City, work product, or other privilege). Any delay in notice of a claim by the indemnified party to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall indemnifying party will relieve the Indemnifying Party indemnifying party of its obligations duties under the Agreement except this Section 9 solely to the extent that it can demonstrate damages or prejudice attributable to such failurethe defense of the claim is prejudiced by the delay. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such The indemnifying party will not settle any claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain without the prior written approval of the Indemnified Party indemnified party unless the sole obligation of the indemnified party under the settlement is payment of a cash amount that is fully paid by the indemnifying party. Limitation of Liability Except for a party’s indemnification obligations (which approval shall not be unreasonably withheld or delayed) before entering into a breach thereof), any settlement breach of such claim Section 10 (Confidentiality), any breach of Section 6 (Privacy and Security), or ceasing to defend against such claim if such settlement a party’s negligence or cessation would cause injunctive relief to be imposed against the Indemnified Partywillful misconduct, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party or for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior claims for bodily injury, death or damage to the Indemnified Party's receipt real or tangible personal property (all of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlforegoing, the Indemnifying Party collectively, “Excluded Claims”), neither party shall not be liable to the Indemnified Party other for any further legal expenses incurred by special, indirect, incidental, punitive or consequential damages (including without limitation for lost profits, revenues or data, even if that party has been advised of the possibility of such Indemnified Party damages), arising out of or in connection with this Agreement, the defense Services or the use of that claimor connection to Vendor’s Network. If Except for Excluded Claims, in no event shall City’s aggregate liability in connection with this Agreement exceed the Indemnifying Party does not assume sole control over greater of: (a) the response total fees due from City under the Hosting Services Solution Schedule. Except for Excluded Claims, in no event shall Vendor’s aggregate liability in any single contract year in connection with this Agreement exceed the greater of: (a) the total fees due from City in the twelve (12) months preceding the events giving rise to such the claim as provided or (b) $1,500. Nothing in this Section, the Indemnifying Party may participate in such response and the Indemnified Party Agreement shall have the right to respond to and defend the claim in such manner act as it may deem appropriate, at the reasonable cost and expense a waiver of the Indemnifying Party, who shall be bound by City’s tort liability limitations or immunities contained in any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesapplicable law or regulation.

Procedures. 13.6.1 Promptly after the receipt by any person or entity entitled to indemnification under the Agreement party (the "Indemnified Party") of notice of a claim, (A) any claim or of (B) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. The failure to give the Indemnifying Party of its obligations timely notice under this clause shall not preclude the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, Indemnified Party from seeking indemnification from the Indemnifying Party shall be entitled unless such failure has materially prejudiced the Indemnifying Party's ability to have sole control over defend the response toclaim or litigation, except as set forth in Section 13.4 of this Agreement. 13.6.2 If Indemnifying Party assumes the defense and settlement of any such claimclaim or litigation resulting therefrom with counsel reasonably acceptable to Indemnified Party, provided that, within fifteen (15) days after receipt the obligations of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom and to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against holding the Indemnified PartyParty harmless from and against any losses, damages and (c) liabilities caused by or arising out of any settlement approved by the Indemnifying Party shall promptly reimburse or any judgment in connection with such claim or litigation resulting therefrom; however, the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its or his expense, in connection with the defense of such claim prior or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Indemnified Party's receipt , or enter into any settlement, except with the written consent of the Indemnifying Indemnified Party's notice of its election to assume full control over , which does not include as an unconditional term thereof the response to such claim. After notice giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all liability in respect of such claim or litigation. 13.6.3 If the Indemnifying Party shall not be liable to assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or litigation in such manner as it may deem appropriate, at and the reasonable cost and expense of Indemnified Party may compromise or settle such claim or litigation without the Indemnifying Party, who shall be bound by any settlement's consent. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of all expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such costs claim or litigation if, and only if, the Indemnifying Party has failed to assume the defense of such claim or litigation pursuant to Section 13.6.2. If no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal or otherwise, incurred by the Indemnified Party in the defense against such claim or litigation if, and only if, the Indemnifying Party has failed to assume the defense of such claim or litigation pursuant to Section 13.6.2.

Procedures. Promptly after receipt by any person All Claims or entity entitled to demands for indemnification under this Article 8 shall be asserted and resolved as follows: 8.8.1 In the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the event an Indemnified Party will seek indemnification pursuant has a Claim against any Indemnifying Party hereunder which does not involve a Claim being asserted against or sought to the Agreementbe collected by a third party, the Indemnified Party shall promptly notify with reasonable promptness send notice of such Claim to the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify In case the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except object in writing to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided any Claim for indemnification made in accordance with this Section 13.28.8.1, the Indemnifying Indemnified Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days to respond in a written statement to the objection of the Indemnifying Party. If after such 15 -day period there remains a dispute as to any indemnification Claims or if the indemnifying party does not dispute such Claim as required under Section 8.8.2, the parties shall attempt in good faith for thirty (30) days to reach written agreement on the resolution of such indemnification Claim. If no such agreement can be reached after good faith negotiation during that 30 day period, the parties shall submit the indemnification Claim for final determination by binding arbitration, with such arbitration proceeding conducted in accordance with the Commercial Rules of the American Arbitration Association then in effect. The arbitration proceeding shall be held in the New York City metropolitan area and the costs thereof shall be paid by the prevailing party in such arbitration proceeding. The failure of the Indemnifying Party to respond shall not be an acknowledgement of liability by the Indemnifying Party. 8.8.2 In the event that any Claim for which any party would be liable to an Indemnified Party hereunder is asserted against an Indemnified Party by a third party, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such Third Party Claim, specifying the nature of such Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the "Claim Notice"). The Indemnifying Party shall have fifteen (15) days from the receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes liability to the Indemnified Party hereunder with respect to such written noticeThird Party Claim and (ii) if the Indemnifying Party does not dispute such liability, whether or not the Indemnifying Party desires, at its sole cost and expense, to defend against such Claim. In the event that the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In within the event Notice Period that the Indemnifying Party does elect not dispute its obligation to so assume indemnify hereunder and desires to defend the Indemnified Party against such Third Party Claim, except as hereinafter provided, the Indemnifying Party shall have the right to defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the Indemnifying Party to a final conclusion; provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle any matter (in whole or in part) unless such settlement includes a complete and unconditional release of the Indemnified Party. If the Indemnified Party desires to participate in, but not control, (a) any such defense or settlement, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. If the Indemnifying Party elects not to defend the Indemnified Party against such Third Party Claim, whether by failure of the Indemnifying Party to give the Indemnified Party timely notice as provided above or otherwise, then, the Indemnified Party, without waiving any rights against the Indemnifying Party, may settle or defend against any such Claim in the Indemnified Party's sole discretion and the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) recover from the Indemnifying Party shall obtain the prior written approval amount of any settlement or judgment and, on an ongoing basis, all indemnifiable costs and expenses of the Indemnified Party (which approval shall not be unreasonably withheld with respect thereto, including interest from the date such costs and expenses were incurred. 8.8.3 An Indemnified Party may make an indemnification Claim hereunder, for potential or delayed) before entering into contingent Claims or demands provided the Claim Notice sets forth the specific basis for any settlement of such claim potential or ceasing contingent Claim or demand to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the extent then feasible and the Indemnified Party has reasonable grounds to believe that such a Claim or demand may be made. 8.8.4 The Indemnified Party, and (c) 's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible Claim or demand which may give rise to a right of indemnification hereunder shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by not relieve the Indemnifying Party of any Liability which it may have to the Indemnified Party of its election unless the failure to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by give such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response notice materially and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of adversely prejudiced the Indemnifying Party. 8.8.5 Seller hereby waives and releases irrevocably any right to make a Claim against Purchaser or ICI for contribution, who indemnification or subrogation for any Damages asserted against Seller pursuant to this Article 8. In no event shall be bound Seller have a claim following the Closing against ICI for a breach by ICI of any settlement. The Indemnifying Party shall promptly reimburse of its obligations under this Agreement, including breaches of ICI's representations and warranties and covenants thereunder, or under the Indemnified Party for such costs and expensesother Transaction Documents.

Procedures. Promptly after receipt by The indemnification contained in this Section 8.02 shall be implemented as follows: (1) Such indemnity shall extend to any person actual loss, cost, expense, liability, obligation or entity entitled to indemnification under the Agreement damage (the "Indemnified PartyLoss") incurred or suffered by the indemnified party, its officers, directors, shareholders, partners, members and managers, including reasonable fees and expenses of notice attorneys, technical experts and expert witnesses reasonably incident to the Adverse Consequences indemnified against. (2) The amount of a each payment claimed by an indemnified party to be owing and the basis for such claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving together with a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except list identifying to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2reasonably possible each separate item of Loss for which payment is so claimed, the Indemnifying Party shall be entitled set forth by such party in a statement delivered to have sole control over the response indemnifying party ("Claim Notice"). The amount claimed shall be paid by such indemnifying party as and to, defense and settlement of such claim, provided that, only to the extent required herein within fifteen (15) 30 days after receipt of such statement or after the amount of such payment has been finally established, whichever last occurs. (3) Promptly after notification to an indemnified party with respect to any claim or legal action or other matter that may result in a Loss for which indemnification may be sought under this Section 8.02, but in any event in time sufficient for the indemnifying party to contest any action, claim proceeding or other matter that has become the subject of proceedings before any court or tribunal, such indemnified party shall give written notice of such claim, legal action or other matter to the indemnifying party and, at the request of such indemnifying party, shall furnish the indemnifying party or its counsel with copies of all pleadings and other information with respect to such claim, legal action or other matter and shall, at the election of the indemnifying party made within 60 days after receipt of such notice, permit the Indemnifying Party notifies indemnifying party to assume control of such claim, legal action or other matter (to the Indemnified Party extent only that such claim, legal action or other matter relates to a Loss for which the indemnifying party is liable), including the determination of all appropriate actions, the negotiation of settlements on behalf of the indemnified party, and the conduct of litigation, through attorneys of the indemnifying party's choice; provided, however, that no such settlement can result in any liability or cost to the indemnified party without its election to so assume full controlconsent. In the event of such an election by the Indemnifying Party does elect indemnifying party to so assume control, (aA) any expense incurred by the indemnified party thereafter for investigation or defense of the matter shall be borne by the indemnified party, and (B) the Indemnified Party indemnified party shall be entitled give all reasonable information and assistance, other than pecuniary, that the indemnifying party shall deem necessary to participate in the response to such claim and to employ counsel at its own expense to assist in the handling proper defense of such claim, (b) legal action, or other matter. In the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement absence of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlan election, the Indemnifying Party shall not be liable indemnified party will use its best efforts to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriatedefend, at the indemnifying party's expense, any claim, legal action or other matter to which such other party's indemnification under this Section 8.02 applies until the indemnifying party assumes such defense, and, if the indemnifying party fails to assume such defense within the time period provided above, settle the same in the indemnified party's reasonable cost and expense of discretion at the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesindemnifying party's expense.

Procedures. (i) Promptly after receipt the discovery by any person Parent Indemnitee or entity entitled to indemnification under the Agreement Company Indemnitee (the "each, an “Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement”) of any civilLoss or Losses, criminalclaim or breach, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek that might give rise to indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify deliver to the party that is obligated to provide such indemnification under this Agreement (the "“Indemnifying Party"”) a certificate (a “Claim Certificate”) that: (A) states that the Indemnified Party has paid or properly accrued Losses, or reasonably anticipates that it may or will incur liability for Losses, for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; and (B) specifies in reasonable detail, to the extent practicable and available, each individual item of Loss included in the amount so stated, the basis for any anticipated liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such claim in writing. No failure item is related and, to so notify the extent computable, the computation of the amount to which such Indemnified Party claims to be entitled hereunder. (ii) If the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except objects to the extent that it can demonstrate damages indemnification of an Indemnified Party in respect of any claim or prejudice attributable to such failure. Except as provided claims specified in Section 13.2any Claim Certificate, the Indemnifying Party shall be entitled deliver a written notice to have sole control over such effect to the response to, defense and settlement of such claim, provided that, Indemnified Party within fifteen thirty (1530) days after receipt by the Indemnifying Party of such written noticeClaim Certificate. Thereafter, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) and the Indemnified Party shall be entitled attempt in good faith to participate in agree upon the response to such claim and to employ counsel at its own expense to assist in rights of the handling respective parties within thirty (30) days of receipt of such claim, (b) Claim Certificate with respect to each of such claims to which the Indemnifying Party shall obtain the prior written approval of has objected. If the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into and the Indemnifying Party agree with respect to any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against claims, the Indemnified Party, Party and (c) the Indemnifying Party shall promptly reimburse prepare and sign a memorandum setting forth such agreement and, if applicable, an instruction to the Escrow Agent. Should the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by and the Indemnifying Party fail to the Indemnified Party of its election agree as to assume full controlany particular item or items or amount or amounts, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who then either party shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party entitled to pursue its available remedies for such costs and expensesresolving its claim for indemnification.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "an Indemnified Party") Party of notice of the commencement of any claim or suit for which indemnification may be available pursuant here to, such Indemnified Party shall, if a claimclaim in respect thereof is to be made against any Indemnifying Party hereunder, or deliver to the Indemnifying Party a written notice of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which thereof; but the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party it of its obligations liability under the Agreement this Article VII except to the extent that it can demonstrate damages or prejudice attributable to the Indemnifying Party is prejudiced by such failure. Except as provided in Section 13.2The Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party shall be entitled so desires to have sole assume control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses defense thereof with counsel mutually reasonably incurred by the Indemnified Party in connection with the defense of such claim prior satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control; provided, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of however, that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for the Indemnified Party to and defend be paid by the claim indemnifying party, if, in such manner as it may deem appropriate, at the reasonable cost and expense opinion of counsel retained by the Indemnifying Party, who the representation by such counsel of the Indemnified Party and the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party shall be bound cooperate fully with the Indemnifying Party in connection with any negotiation or defense of any such action or claim by any settlementthe Indemnifying Party and shall furnish to the Indemnifying Party all information reasonably available to Indemnified Party which relates to such action or claim. The Indemnifying Party shall promptly reimburse keep the Indemnified Party reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No Indemnifying Party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect to such costs claim or litigation. Following indemnification as provided for hereunder, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Section 7.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and expenseswhen bills are received and payment therefor is due.

Procedures. Promptly after receipt by any person (a) A Person or entity entitled Persons seeking indemnification pursuant to indemnification under the Agreement this Article X (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify give the party that or parties from which indemnification is obligated to provide such indemnification sought (the "Indemnifying Party") a written notice of claim promptly and in any event within thirty (30) days of the discovery of any Loss in respect of which the right to indemnification contained in this Article X may be claimed; provided, however, that the failure to give such notice within such period shall not result in the waiver or loss of any right to bring such claim in writing. No hereunder after such period, but any such failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except liability to the extent that it can demonstrate damages the Indemnifying Party has been damaged or prejudice attributable to prejudiced by such failure. Except as provided However, neither AT&T nor BellSouth shall have any liability under this Article X or under this Agreement or otherwise for breach or inaccuracy of representation or warranty, unless a notice of claim or notice of the Indemnified Party's reasonable determination that a claim exists based on the existing facts and circumstances therefor is delivered by the Indemnified Party prior to the expiration of the survival period set forth in Section 13.211.03, if applicable. Any notice of claim shall set forth, to the extent known by the Indemnified Party at the time the claim is made, the representations, warranties, covenants, or agreements with respect to which the claim is made, the specific facts giving rise to and alleged basis for the claim and a good faith (but non-binding) estimate of the amount of liability asserted by reason of the claim. (b) Each Indemnified Party shall promptly notify the Indemnifying Party shall in writing of the making by a third person of any demand or claim against the Indemnified Party which, if determined adversely to the Indemnified Party or after the lapse of time would be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, grounds for indemnification by the Indemnifying Party notifies under this Article X (a "Third Party Claim"). Such notice shall contain factual information (to the extent known to the Indemnified Party) describing the Third Party Claim in reasonable detail and shall include copies of any notice or other document received from any third person, including any Governmental Authority, in respect of such Third Party Claim. Except as in Sections 10.03(a) and 11.03 with respect to survival, any delay on the part of the Indemnified Party of its election to so assume full control. In the event in notifying the Indemnifying Party does elect under this Section 10.03(b) shall not result in the waiver or loss of any right to so assume controlseek indemnification hereunder based on a Third Party Claim, but any such failure shall relieve the Indemnifying Party of liability to the extent the Indemnifying Party has been damaged or prejudiced by such failure. (ac) the Indemnified The Indemnifying Party shall be entitled to participate in the response defense of any Third Party Claim and, if it so chooses, to such claim and to employ assume the defense thereof with counsel at its own expense to assist in selected by the handling of such claim, (b) Indemnifying Party. Should the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing so elect to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with assume the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying a Third Party to the Indemnified Party of its election to assume full controlClaim, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal or other costs or expenses incurred by such the Indemnified Party in connection with the defense of that claimthereof. If the Indemnifying Party does not assume sole control over the response to assumes such claim as provided in this Sectiondefense, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond participate in the defense thereof and to and defend employ counsel (not reasonably objected to by the claim in such manner as it may deem appropriateIndemnifying Party), at its own expense, separate from the reasonable cost and counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense; provided, however, that the Indemnified Party shall be entitled to participate in with separate counsel satisfactory to Indemnifying Party at the expense of the Indemnifying PartyParty if in the reasonable written opinion of counsel provided to the Indemnified Party and the Indemnifying Parties, who a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Parties that would make such separate representation required by ethical considerations. If the Indemnifying Parties choose to defend a Third Party Claim, all the Indemnified Parties shall cooperate in the defense thereof. Such cooperation shall include the retention and (upon the Indemnifying Parties' request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Parties' prior written consent. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms (i) obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, (ii) releases the Indemnified Party completely in connection with such Third Party Claim and (iii) would not otherwise adversely affect the Indemnified Party in any material respect. (d) Notwithstanding anything to the contrary contained in this Article X, an Indemnified Party shall cooperate with the Indemnifying Party to obtain the benefits of any insurance coverage owned by the Indemnifying Party for any Third Party Claims that may be in effect. Nothing contained herein shall obligate any party to obtain, continue, or preserve at any time any insurance coverage for any period. (e) The amount of any Losses of any Person under this Article X shall be bound reduced by the amount, if any, received by the Indemnified Party from any settlementthird party (including, without limitation, any insurance company or other insurance provider (such amount being referred to herein as a "Third Party Reimbursement")), in respect of the Losses suffered thereby. The If, after receipt by an Indemnified Party of any indemnification payment hereunder, such person receives or becomes entitled to receive a Third Party Reimbursement in respect of the same Losses for which indemnification was made and such Third Party Reimbursement was not taken into account in assessing the amount of indemnification, then the Indemnified Party shall turn over all of such Third Party Reimbursement to the Indemnifying Party up to the amount of the indemnification paid pursuant hereto. (f) Purchaser, AT&T and BellSouth shall cooperate with one another with respect to resolving any claim or liability with respect to which any party is obligated to indemnify another party hereunder, including by making commercially reasonable efforts to mitigate or resolve any such claim or liability. In the event that Purchaser, AT&T or BellSouth shall fail to make such commercially reasonable efforts, then notwithstanding anything else to the contrary contained herein, the applicable Indemnifying Party shall promptly reimburse not be required to indemnify any Person for any Loss that could reasonably be expected to have been avoided if Purchaser, AT&T or BellSouth, as the Indemnified Party for case may be, had made such costs and expensesefforts.

Procedures. Promptly after receipt by In the case of any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwith respect to which the Company or Sprint (as the case may be, in respect of which the “Indemnifying Party”) is obligated hereunder to indemnify any Sprint Indemnified Person or Company Indemnified Person (as the case may be, the “Indemnified Party”), the Indemnified Party will seek indemnification pursuant give prompt written notice thereof to the AgreementIndemnifying Party, which may assume the defense thereof by employment of counsel reasonably satisfactory to the Indemnified Party shall promptly notify Party, no later than ten days after the party that is obligated to provide such indemnification (the "Indemnifying Party") date of such claim notice; provided that in writing. No no event will any delay or failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement this Article 5, except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, delay has a material adverse impact on the Indemnifying Party shall be entitled Party’s ability to have sole control over the response to, defense and settlement of defend against such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full controlLosses. In the event If the Indemnifying Party does elect to not so assume controlthe defense, (a) the Indemnified Party shall be entitled to participate in may do so, with all costs and expenses thereof being borne by the response to such claim Indemnifying Party, and to if the Indemnifying Party does assume the defense, the Indemnified Party may, if it so desires, employ counsel at its own expense to assist in the handling of such claim, (b) action or proceeding. The Indemnifying Party may, without the Indemnified Party’s consent, settle or compromise any claim, action or proceeding or consent to the entry of any judgment if such settlement, compromise or judgment involves only the payment of money by the Indemnifying Party shall obtain (which payment is made or adequately provided for at the prior written approval time of such settlement, compromise or judgment), or provides for unconditional release by the claimant or plaintiff of the Indemnified Party (which approval shall and all of its Affiliates and Group Members, and in the case of Sprint, all Sprint Network Affiliates) from all liability with respect to such claim, action or proceeding and does not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause impose injunctive relief or operating restrictions against any of them. If such settlement, compromise or judgment would impose injunctive relief or operating restrictions on any Indemnified Party, such settlement, compromise or consent to judgment will be imposed against made only with the Indemnified Party’s prior written consent, and (c) not to be unreasonably withheld, conditioned or delayed. The Indemnified Party will provide reasonable assistance to the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesaction or proceeding.

Procedures. Promptly after receipt In the event of a claim by any person or entity a third party, with respect to which a party is entitled to indemnification under the Agreement hereunder, such party (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") of in writing as soon as practicable; provided that a delay in giving such notice shall not preclude the Indemnified Party from seeking indemnification hereunder if such delay has not materially prejudiced the Indemnifying Party's ability to defend such claim. The Indemnifying Party shall promptly defend such claim in writing. No failure by counsel of its own choosing and reasonably satisfactory to so notify the Indemnified Party and the Indemnified Party shall reasonably cooperate with the Indemnifying Party shall relieve in the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen including the settlement (15subject to the final sentence of this Section 7.3) days after receipt of such written notice, the matter on the basis stipulated by the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event (with the Indemnifying Party does elect being responsible for all costs and expenses of such settlement); provided, however, that if, in the opinion of counsel to so assume controlthe Indemnified Party, (a material conflict of interest exists vis-a) -vis the interests of the Indemnifying Party and the Indemnified Party, or the Indemnifying Party fails to diligently defend the Indemnified Party, the Indemnified Party shall be entitled to participate in defend the response to such claim and to employ claim, suit, action or proceeding with counsel at of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party; provided, however, that the Indemnified Party shall engage counsel reasonably acceptable to assist in the handling Indemnifying Party, take reasonable steps to monitor and control the fees and costs of counsel so chosen, and keep the Indemnifying Party reasonably informed of the status of such defense, including, without limitation, any settlement proposals by the claimant. Upon the assumption by the Indemnifying Party of the defense of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld may settle or delayed) before entering into any settlement of compromise such claim or ceasing as it sees fit; provided, however, that anything in this section to defend against such claim the contrary notwithstanding, if such the settlement or cessation would cause injunctive relief to be imposed against compromise of a claim involves other than the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense payment of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlmoney damages, the Indemnifying Party shall not be liable to so settle or compromise such claim without the consent of the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claimParty, which consent shall not be unreasonably withheld. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the The Indemnified Party shall have the right not settle or compromise any claim subject to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.indemnification hereunder without the

Procedures. Promptly after receipt by any person The initial publication of Combination Therapy Data shall be a joint publication of both Parties, which shall be agreed upon in writing through the Combination Project Committee, such agreement not to be unreasonably withheld, conditioned or entity entitled delayed. A Party that proposes to indemnification under make a publication or presentation referenced in Section 6.6.1 other than the Agreement (the "Indemnified Party") initial publication of notice Combination Therapy Data shall submit copies of a claim, each such proposed publication or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant presentation to the Agreement, the Indemnified other Party shall promptly notify the party that is obligated at least [**] in advance of submitting such proposed publication or presentation to provide such indemnification (the "Indemnifying a publisher or other Third Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Such non-publishing Party shall have the right to respond review, comment on, and approve each such proposed publication or presentation for accuracy and to ascertain whether such non-publishing Party’s Confidential Information (including any such Confidential Information about the Combination Therapy) is being inappropriately utilized or released; provided that the non-publishing Party’s approval shall not be required to the extent that the publishing Party seeks to make any such publication or presentation that relates only to the Immatics Product (if Immatics is the publishing Party) or Moderna Product (if Moderna is the publishing Party), but, in each case, does not relate to the Combination Therapy (including the Combination Therapy Trial) or the non-publishing Party’s product(s). The non-publishing Party shall have the right to request that the publishing Party remove any of the non-publishing Party’s Confidential Information (including any such Confidential Information about the Combination Therapy, the Immatics Product (if Moderna is the publishing Party) or Moderna Product (if Immatics is the publishing Party)) prior to submission for publication or presentation. Upon such request of the non-publishing Party, the publishing Party shall redact or otherwise modify the proposed publication or presentation to remove any such Confidential Information of the other Party and defend provide the claim in such manner as it final manuscript of the publication or presentation to the non-publishing Party for release. If the non-publishing Party fails to notify the publishing Party during the [**] period set forth above, the publishing Party may deem appropriateproceed with the proposed publication or presentation. Without limiting the foregoing, at the reasonable cost and expense request of the Indemnifying non-publishing Party, who shall be bound by any settlement. The Indemnifying the publishing Party shall promptly reimburse delay any publication by [**] to enable the Indemnified non-publishing Party for such costs and expensesto secure adequate intellectual property protection of its Confidential Information or other Inventions that would otherwise be affected by the publication.

Procedures. Promptly after receipt by any person or entity entitled (a) Each of Buyer pursuant to indemnification under the Agreement Sections 13.2 and Seller pursuant to Sections 13.3 (the "Indemnified Party") of agrees to give prompt notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified other Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Agreement, including the amount and other details of such claim in writing. No claim; provided, however, that the failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations under the Agreement hereunder, except to the extent that it can demonstrate damages the Indemnifying Party shall have been prejudiced by such lack of timely and adequate notice. The Indemnifying Party shall have the right, at its election, to take over the defense or prejudice attributable settlement of such claim at its own expense by giving prompt notice to such failurethat effect to the Indemnified Party. Except as provided in Section 13.2If the Indemnifying Party shall have so assumed the defense of any claim, the Indemnifying Party shall be entitled authorized to have sole control over consent to a settlement of, or the response toentry of any judgment arising from, defense and settlement of any such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain without the prior written approval consent of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into Person; provided, however, that a condition to any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to shall be imposed against a complete release of the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection Person with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response respect to such claim. After notice by the Indemnifying Party to the The Indemnified Party of shall at all times have the right, at its election option and expense, to assume full participate fully in, but not to control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claimdefense. If the Indemnifying Party does not assume sole control not, within thirty days after receipt of the Indemnified Party's notice of claim, (x) give such notice to take over the response defense of such claim and proceed diligently to defend the claim or (y) object to such claim as provided in this Sectionwriting to the Indemnified Party, the Indemnifying Party may participate in such response and then the Indemnified Party shall have the right right, but not the obligation, to respond to undertake the defense of such claim for the account of and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense risk of the Indemnifying Party. The parties shall cooperate in defending any third party claim, who and the defending party shall have reasonable access to the books, records and personnel which are pertinent to the defense and which are in the possession or control of the other party. The parties agree that any Indemnified Party may, at its own expense, join an Indemnifying Party in any action, claim or proceeding brought by a third party, as to which any right of indemnity created by this Agreement would or might apply, for the purpose of enforcing any right of indemnity granted to such Indemnified Party Pursuant to this Agreement. (b) Any claim for indemnification made directly by a party and which does not result from a third party claim or action, shall be bound asserted by any settlementwritten notice. The Indemnifying Party other party shall promptly reimburse have a period of sixty days within which to respond thereto. If the Indemnified Party for other party does not respond within such costs sixty day period, such party shall be deemed to have accepted responsibility to make payment and expensesshall have no further right to contest the validity of such claim.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the this Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the this Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the this Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.215.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, : (ai) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (bii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (ciii) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. (i) Promptly after the receipt by any person or entity entitled to indemnification under the Agreement a party (the "Indemnified Party") of notice of a claim, (A) any claim or of (B) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. The failure to give the Indemnifying Party of its obligations timely notice under this subsection shall not preclude the Agreement except Indemnified Party from seeking indemnification from the Indemnifying Party unless, and then only to the extent that it can demonstrate damages extent, such failure has materially prejudiced the Indemnifying Party's ability to defend the claim or prejudice attributable to litigation. If such failure. Except as provided in Section 13.2claim does not arise from the claim of a third party, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) 30 days after receipt of such written notice, notice to cure the conditions giving rise to such claim to the Indemnified Party's satisfaction. Failure by the Indemnifying Party notifies the to notify an Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to defend any such claim and or action by a third party within 30 days after notice thereof shall have been given to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain be (ii) If the prior written approval Indemnifying Party assumes the defense of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom with counsel reasonably acceptable to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its expense, in connection with the defense of such claim or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. Except with the prior to written consent of the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by , the Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (other than a judgment of dismissal on the merits without cost) or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all Damages in respect of such claim or litigation. (iii) If the Indemnifying Party shall not be liable to assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or litigation in such manner as it may deem appropriate; provided, at however, the reasonable cost and expense of Indemnified Party may not compromise or settle such claim or litigation without the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses's prior written consent.

Procedures. Promptly after receipt by In the event that any person Governmental Authority threatens or entity entitled initiates any action to indemnification under remove the Agreement Product from the market in the Field whether inside the *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Territory or outside the Territory (the "Indemnified Party") of notice of a claim, in whole or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreementpart), the Indemnified Party receiving notice thereof shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") other Party of such claim communication immediately, but in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days no event later than *** after receipt of such written noticenotification, and in any case in accordance with Applicable Law. Notwithstanding the foregoing, in all cases KHK shall determine whether to initiate any recall or withdrawal of the Product in the Field in the Territory, and Syndax shall determine whether to initiate any recall or withdrawal of the Product outside the Territory, provided, however, that each Party shall perform any recalls or withdrawals to the extent required or mandatory under Applicable Law. With respect to voluntary recalls or withdrawals other than to the extent required or mandatory under Applicable Law, before KHK initiates a recall or withdrawal, the Indemnifying Party notifies Parties shall use Commercially Reasonable Efforts to promptly meet telephonically or in person to discuss in good faith the Indemnified Party of its election reasons therefor, provided, however, that such discussions shall not delay any action that KHK reasonably believes has to so assume full controlbe taken in relation to any recall or withdrawal. In the event of any such recall or withdrawal in the Indemnifying Party does elect Territory, KHK, as the distributor of the Product, shall determine the necessary actions to so assume controlbe taken, (a) the Indemnified and, shall implement such action, considering in good faith any reasonable input provided by Syndax. Each Party shall be entitled to participate maintain complete and accurate records of any recalls or withdrawals in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party territory for such costs and expensesperiods as may be required by Applicable Law, but in no event for less than ***.

Procedures. Promptly after receipt by any person or entity entitled Buyer pursuant to indemnification under the Agreement Section 10.2. and Seller pursuant to Section 10.1. (the "Indemnified Party") of each agrees to give prompt notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified other Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Article X, including the amount and other details of such claim in writingclaim. No failure to so notify the The Indemnifying Party shall relieve assume and control the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages defense of, any such suit, action or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel proceeding at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claimexpense. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the The Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses subsequently incurred by such the Indemnified Party in connection with such defense. The Indemnified Party may, at its own expense, monitor and participate in the defense but not control the defense. The Indemnified Party undertakes to faithfully and fully cooperate with the Indemnifying Party in all respects required for the best resolution or defense against any such claim, suit, action or proceeding. For as long as the Indemnifying Party conducts the defense of that any such claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and suit, action or proceeding, the Indemnified Party shall have take no actions in relation to such claim, suit, action or proceeding, without the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense prior consent of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse not be liable under Section 10.1. or Section 10.2. respectively, for any settlement effected without its consent of any claim, suit, action or proceeding in respect of which indemnity may be sought thereunder (which consent will not be unreasonably withheld). The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any claim of which the Indemnifying Party has assumed the defense, without the prior consent of the Indemnified Party, provided, however, that a condition to any such settlement shall be a complete release from any responsibility or liability of the Indemnified Party for and its Affiliates with respect to such costs and expensesclaim which does not impose any actual or potential liability upon the Indemnified Party.

Procedures. Promptly after receipt by any person All Claims or entity entitled to demands for indemnification under this Section 15 shall be asserted and resolved as follows: 15.7.1 In the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the event an Indemnified Party will seek indemnification pursuant has a Claim against any Indemnifying Party hereunder which does not involve a Claim being asserted against or sought to the Agreementbe collected by a third party, the Indemnified Party shall promptly notify with reasonable promptness send notice of such Claim to the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify In case the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except object in writing to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided any Claim for indemnification made in accordance with this Section 13.215.7.1, the Indemnifying Indemnified Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days to respond in a written statement to the objection of the Indemnifying Party. If after such 15-day period there remains a dispute as to any indemnification Claims or if the indemnifying party does not dispute such Claim as required under Section 15.7.2, the parties shall attempt in good faith for thirty (30) days to reach written agreement on the resolution of such indemnification Claim. If no such agreement can be reached after good faith negotiation during that 30 day period, the parties shall submit the indemnification Claim for final determination by binding arbitration, with such arbitration proceeding conducted in accordance with the Commercial Rules of the American Arbitration Association then in effect. The arbitration proceeding shall be held in the New York City metropolitan area and the costs thereof shall be paid by the prevailing party in such arbitration proceeding. The failure of the Indemnifying Party to respond shall not be an acknowledgement of liability by the Indemnifying Party. 15.7.2 In the event that any Claim for which any party would be liable to an Indemnified Party hereunder is asserted against an Indemnified Party by a third party, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such Third Party Claim, specifying the nature of such Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the “Claim Notice”). The Indemnifying Party shall have fifteen (15) days from the receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes liability to the Indemnified Party hereunder with respect to such written noticeThird Party Claim and (ii) if the Indemnifying Party does not dispute such liability, whether or not the Indemnifying Party desires, at its sole cost and expense, to defend against such Claim. In the event that the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In within the event Notice Period that the Indemnifying Party does elect not dispute its obligation to so assume indemnify hereunder and desires to defend the Indemnified Party against such Third Party Claim, except as hereinafter provided, the Indemnifying Party shall have the right to defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the Indemnifying Party to a final conclusion; provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle any matter (in whole or in part) unless such settlement includes a complete and unconditional release of the Indemnified Party. If the Indemnified Party desires to participate in, but not control, (a) any such defense or settlement, the Indemnified Party may do so at the Indemnified Party’s sole cost and expense. If the Indemnifying Party elects not to defend the Indemnified Party against such Third Party Claim, whether by failure of the Indemnifying Party to give the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party, without waiving any rights against the Indemnifying Party, may settle or defend against any such Claim in the Indemnified Party’s sole discretion and the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) recover from the Indemnifying Party shall obtain the prior written approval amount of any settlement or judgment and, on an ongoing basis, all indemnifiable costs and expenses of the Indemnified Party (which approval shall not be unreasonably withheld with respect thereto, including interest from the date such costs and expenses were incurred. 15.7.3 An Indemnified Party may make an indemnification Claim hereunder, for potential or delayed) before entering into contingent Claims or demands provided the Claim Notice sets forth the specific basis for any settlement of such claim potential or ceasing contingent Claim or demand to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the extent then feasible and the Indemnified Party has reasonable grounds to believe that such a Claim or demand may be made. 15.7.4 The Indemnified Party, and (c) ’s failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible Claim or demand which may give rise to a right of indemnification hereunder shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by not relieve the Indemnifying Party of any Liability which it may have to the Indemnified Party of its election unless the failure to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by give such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response notice materially and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of adversely prejudiced the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. Promptly after receipt by any person or entity Each party entitled to indemnification under the Agreement this Section 8 (the "Indemnified Party") of shall give notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated required to provide such 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 or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in writing. No such defense at such party's expense, and provided, further, that the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Agreement except failure to the extent give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided, further, that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled not assume the defense for matters as to have sole control over the response to, defense which there is a conflict of interest or separate and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, different defenses. If the Indemnifying Party notifies has assumed the Indemnified Party defense of its election to so assume full control. In such claim or litigation in accordance with the event terms hereof, or if the Indemnifying Party does elect to so cannot assume controlsuch defense because of a conflict of interest or separate and different defenses, (a) the no Indemnified Party shall be entitled to participate in shall, except with the response to such claim and to employ counsel at its own expense to assist in the handling consent of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering ), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnifying Party of a release from all liability in respect to such claim or ceasing to defend against litigation. No Indemnifying Party, in the defense of any such claim if such settlement or cessation would cause injunctive relief to be imposed against litigation, shall, except with the consent of each Indemnified Party, and (c) consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred giving by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response claimant or plaintiff to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party a release from all liability in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response respect to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. Promptly after receipt by any person or entity entitled to When a party seeking indemnification under the Agreement Section 9.2 or 9.3 (the "Indemnified Party") of receives notice of a any action, suit, proceeding, claim, demand or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving assessment which is likely to give rise to a claim, in respect of which the Indemnified Party will seek claim for indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify give prompt written notice thereof to the other party that is obligated to provide such indemnification (the "Indemnifying Party") reasonably describing (to the extent known) the nature of such claim in writingand the basis therefor. No failure If the Indemnified Party fails to so notify give such prompt written notice to the Indemnifying Party, the Indemnified Party shall relieve not forfeit its indemnification claim, but such indemnification claim shall be reduced by the Indemnifying amount of any additional or increased liability, cost or expense (including applicable interest and penalties) caused by the delay in giving notice. If the Indemnified Party of its obligations under the Agreement except is entitled to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2indemnification hereunder, the Indemnifying Party shall be entitled shall, at its expense, assume the complete defense of the action, suit, proceeding, claim, demand or assessment giving rise thereto, with full authority to have sole control over the response to, conduct such defense and settlement to settle or otherwise dispose of such claimthe same, provided that, within fifteen (15) days after receipt of such written notice, the except as set forth below. The Indemnifying Party notifies and the Indemnified Party will each fully cooperate with the other in the defense of its election any claim which is likely to so assume full controlgive rise to a claim for indemnification hereunder or does present such a claim. In the event the The Indemnifying Party does elect to so assume controlwill not, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain except with the prior written approval consent of the Indemnified Party (which approval consent shall not be unreasonably withheld withheld), consent to the entry of any judgment or delayed) before entering enter into any settlement in connection with such defense which does not include a release of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for from all liability in respect thereof or does include any legal expenses reasonably incurred by undertaking or agreement which causes the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election perform any act or to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for refrain from performing any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlementact. The Indemnifying Party shall promptly reimburse will not, except with the prior written consent of the Indemnified Party for (which consent shall not be unreasonably withheld), consent to the entry of any judgment or enter into any settlement in connection with such costs and expensesdefense.

Procedures. Promptly after receipt For the purposes of this Section 10, the term claim shall include any claim, litigation, setoff, defense, counterclaim or other action by any person or entity entitled to a third party against the party claiming indemnification under the this Agreement (the "Indemnified “Asserting Party"”). (1) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified The Asserting Party shall promptly notify the party that from which indemnification is obligated sought (the “Defending Party”) of the nature and basis of the claim for indemnification (an “Indemnified Claim”). Failure to provide such indemnification (the "Indemnifying Party") of such claim notice in writing. No failure to so notify the Indemnifying Party a timely manner shall relieve the Indemnifying Defending Party of its indemnification obligations under the Agreement except hereunder only to the extent that it can demonstrate damages or prejudice attributable the defense of the claim is prejudiced by such delay. The notice shall afford the opportunity to such failure. Except as provided in Section 13.2, the Indemnifying Defending Party shall be entitled to have sole control over assume the response to, defense and settlement of such claim, provided that, the Indemnified Claim within fifteen *****(15term omitted) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified The Defending Party shall have the right to respond select counsel reasonably acceptable to the Asserting Party to conduct the defense of the Indemnified Claim. If the Defending Party elects to assume the defense of the Indemnified Claim, counsel selected by the Defending Party may represent both the Asserting Party and defend the claim Defending Party. This shall not apply, however, in such manner a case in which both the Asserting Party and the Defending Party are named in the same litigation and representation of both of them by the same counsel would create a conflict of interest, as determined by the Asserting Party. (A) If the Defending Party timely elects to assume the defense of the Indemnified Claim, the Defending Party shall have the right to settle the Indemnified Claim on any terms it considers reasonable provided that the settlement shall not require the Asserting Party to render any performance or pay any consideration without its consent. (B) If the Defending Party fails timely to elect to assume the prosecution or defense of the Indemnified Claim, the Asserting Party will assume the prosecution or defense of the Indemnified Claim. However, the Asserting Party may deem appropriatesettle the Indemnified Claim only after written consent of the Defending Party and only on terms it in good faith considers reasonable. Such settlement shall be valid against and paid by the Defending Party. In addition, the full cost incurred by the Asserting Party in the prosecution or defense of the Indemnified Claim shall be paid by the Defending Party. (2) In a case in which the Defending Party assumes the defense of an Indemnified Claim, the Asserting Party may also employ its own counsel. Such employment shall be at the reasonable cost and expense of the Indemnifying Asserting Party. If, who however, the same counsel may not represent both the Asserting Party and the Defending Party due to a conflict of interest (as set forth at Section 10(c)(1) above), such employment shall be bound by any settlementin sole discretion and at the expense of the Defending Party. The Indemnifying In a case in which the Defending Party fails to timely assume the defense of the Indemnified Claim; the Asserting Party may employ its own counsel reasonably accept able to the Defending Party at the expense of the Defending Party. (3) When the Defending Party elects to assume the defense of the Indemnified Claim, the Asserting Party shall promptly reimburse cooperate with the Defending Party in the defense of the Indemnified Claim. (4) Nothing in this Section shall prevent the Defending Party from asserting any cross-claim for indemnification against the Asserting Party. If the Defending Party asserts such costs and expensesa cross-claim, however, the Asserting Party shall have the right to conduct its own defense of the primary claim at its own expense.

Procedures. Promptly after receipt by any person Subject to the limitation described in Section 10.4, if an Event of Breach occurs or entity is alleged and the party or parties entitled to receive the benefits of the indemnification under the Agreement provisions hereunder (the "“Indemnified Party"”) of notice of asserts that a claimparty or parties has become obligated to the Indemnified Party pursuant to Section 10.1 (the “Indemnifying Party”), or of the commencement (or threatened commencement) of if any civilsuit, criminalaction, administrative or investigative action investigation, claim or proceeding involving is begun, made or instituted as a claim, in respect result of which the Indemnifying Party may become obligated to the Indemnified Party will seek indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly within thirty (30) days of the commencement of or notification to Sellers of such suit, action, investigation, claim or proceeding notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No ; provided, that the failure to so promptly notify the Indemnifying Party shall does not relieve the Indemnifying Party of its obligations under hereunder except to the Agreement except extent it is materially prejudiced thereby. In case any claim is asserted or suit, action or proceeding commenced against an Indemnified Party, the Indemnifying Party will be entitled to participate therein, and, to the extent that it can demonstrate damages may wish, to assume the defense, conduct or prejudice attributable to settlement thereof; provided that such failure. Except as provided in Section 13.2settlement is for the payment of money only, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies does not impose any obligation or limitation on the Indemnified Party or the Business of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld an injunctive nature or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claimotherwise. After notice by from the Indemnifying Party to the Indemnified Party of its election so to assume full controlthe defense, conduct or settlement thereof, the Indemnifying Party shall will not be liable to the Indemnified Party for any further legal or other expenses subsequently incurred by such the Indemnified Party in connection with the defense of defense, conduct or settlement thereof unless the Indemnified Party has defenses that claimmay conflict with, or that may not be available to, the Indemnifying Party. If The Indemnified Party will reasonably cooperate with the Indemnifying Party does not assume sole control over the response to in connection with any such claim as provided in this Section, assumed by the Indemnifying Party may participate in such response and to make available to the Indemnifying Party all pertinent information under the Indemnified Party’s control. The Indemnified Party shall have will not consent to the right entry of a judgment or enter into any settlement with respect to respond to and defend the claim in such manner as it may deem appropriate, at matter without the reasonable cost and expense written consent of the Indemnifying Party, who shall Party (not to be bound by any settlementunreasonably withheld or delayed). The Indemnifying Party shall promptly reimburse will not consent to the entry of a judgment with respect to the matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party for such costs and expensesfrom all liability with respect thereto, without the written consent of the Indemnified Party (not to be unreasonably withheld or delayed).

Procedures. Promptly after receipt In the event that, prior to the Survival Date, any demands or claims are asserted against an Indemnified Party or any actions, suit or proceedings are commenced against an Indemnified Party by any person or entity entitled to indemnification under the Agreement (the "a Person who is not an Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of Party for which the Shareholders are obligated to indemnify such Indemnified Party will seek indemnification pursuant to the Agreementunder Section 7.2(a) hereof (a “Third-Party Claim”), then Parent or the Indemnified Party shall promptly notify give written notice thereof to the party that is obligated Escrow Agent and the Shareholder Representatives pursuant to provide such indemnification (Section 7.2(d) hereof. Failure to furnish written notice to the "Indemnifying Party") Shareholder Representatives or the Escrow Agent of such claim in writing. No failure to so notify a Third-Party Claim shall not release the Indemnifying Party shall relieve the Indemnifying Party of its Parties from their obligations under the Agreement hereunder, except to the extent that it can demonstrate damages or prejudice attributable to they are actually prejudiced by such failure. Except as provided in Section 13.2, the Indemnifying The Indemnified Party shall be entitled to have sole undertake control over of the response to, defense and settlement of such Third-Party Claim by counsel of the Indemnified Party’s choosing reasonably acceptable to the Shareholder Representatives. The Indemnified Party and the Shareholder Representatives shall cooperate with each other in all reasonable respects in connection with the defense of any such demand, claim, provided thataction, within fifteen (15) days after receipt suit or proceeding, including make available records relating to such claim and furnishing employees of such written notice, the Indemnifying Party notifies the Indemnified Party as may be reasonably necessary for the preparation of its election the defense or for testimony as a witness in any proceeding relating to so assume full controlsuch demand, claim, action, suit or proceeding. In the event the Indemnifying Party does elect to so assume control, (a) the The expenses of an Indemnified Party of defending any action, suit or proceeding shall be treated as Losses. The Shareholder Representatives shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of any such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlaction, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response their counsel and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensestheir own expense.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, any claim or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant indemnified party shall give written notice to the Agreement, indemnifying party of the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") receipt of such claim in writing. No or the commencement of such action or proceeding; provided, that the failure of any indemnified party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its obligations under the Agreement hereunder, except to the extent that it can demonstrate damages the indemnifying party is actually prejudiced by such failure to give notice. The parties and their counsel shall cooperate in responding to, defending and endeavoring to settle any proceedings or prejudice attributable claims that may be subject to such failureindemnification pursuant to this Section 7. Except as provided in Section 13.2Without limiting the generality of the immediately preceding sentence, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party indemnifying party shall be entitled to participate in and to assume the response defense thereof to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such claim and indemnified party. After notice from the indemnifying party to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval indemnified party of the Indemnified Party indemnifying party’s election to assume the defense thereof, the indemnifying party shall not be liable for expenses subsequently incurred by the indemnified party without the consent of the indemnifying party (which approval shall not be unreasonably withheld or delayedwithheld) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense thereof. Without the indemnified party’s consent, the indemnifying party will not consent to entry of any judgment in or enter into any settlement of any such action or proceeding which does not include as an unconditional term thereof the giving by every claimant or plaintiff to the indemnified party of a release from all liability in respect of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. Promptly after receipt by any person or entity In the event of a claim with respect to which a Party is entitled to indemnification under the Agreement hereunder, such party (the "Indemnified Party") shall notify the other party ("Indemnifying Party") in writing as soon as practicable, but in no event later than fifteen (15) Days after receipt of such claim; provided that a delay in giving such notice shall not preclude the Indemnified Party from seeking indemnification hereunder if such delay has not materially prejudiced the Indemnifying Party's ability to defend such claim. The Indemnifying Party shall promptly defend such claim (by counsel of its own choosing and reasonably satisfactory to the Indemnified Party) and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including the settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement and the reasonable out-of-pocket expenses incurred by the Indemnified Party in cooperating with the Indemnifying Party), subject to the limitations on settlement described in Paragraphs 22.6.1 and 22.6.2 below. If the Indemnifying Party, within a reasonable time after notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which fails to defend the Indemnified Party will seek indemnification pursuant to the AgreementParty, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in undertake the response to such claim and to employ counsel at its own expense to assist in the handling of such claimdefense, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld compromise or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against at the Indemnified expense of, for the account and at the risk of the Indemnifying Party, and (c) . Upon the assumption by the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with of the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in settle or compromise such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriatesees fit; provided, at however, that anything in this Paragraph to the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.contrary notwithstanding:

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "an Indemnified Party") Party of notice of the commencement of any claim or suit for which indemnification may be available pursuant here to, such Indemnified Party shall, if a claimclaim in respect thereof is to be made against any Indemnifying Party hereunder, or deliver to the Indemnifying Party a written notice of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which thereof; but the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party it of its obligations liability under the Agreement this Article IX except to the extent that it can demonstrate damages or prejudice attributable to the Indemnifying Party is prejudiced by such failure. Except as provided in Section 13.2The Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party shall be entitled so desires to have sole assume control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses defense thereof with counsel mutually reasonably incurred by the Indemnified Party in connection with the defense of such claim prior satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control; provided, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of however, that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for the Indemnified Party to and defend be paid by the claim indemnifying party, if, in such manner as it may deem appropriate, at the reasonable cost and expense opinion of counsel retained by the Indemnifying Party, who the representation by such counsel of the Indemnified Party and the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party shall be bound cooperate fully with the Indemnifying Party in connection with any negotiation or defense of any such action or claim by any settlementthe Indemnifying Party and shall furnish to the Indemnifying Party all information reasonably available to Indemnified Party which relates to such action or claim. The Indemnifying Party shall promptly reimburse keep the Indemnified Party reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No Indemnifying Party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of any judgment or enter any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect to such costs claim or litigation. Following indemnification as provided for hereunder, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Section 9.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and expenseswhen bills are received and payment therefor is due.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement A Party (the "Indemnified PartyIndemnitee") that intends to claim indemnification under this Article 11 shall promptly notify the other Party (the "Indemnitor") in writing of notice of a any claim, complaint, suit, proceeding or cause of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant Indemnitee intends to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide claim such indemnification (for purposes of this Section 11.2, each a "Claim"), and the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party Indemnitor shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over of the response todefense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such claim, provided that, within fifteen (15) days after receipt Claim. The indemnification under this Article 11 shall not apply to amounts paid with respect to settlement of any Claim if such written notice, settlement is effected without the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval consent of the Indemnified Party (Indemnitor, which approval shall consent will not be unreasonably withheld or delayed) before entering into . The failure to deliver written notice to the Indemnitor within a reasonable period of time after the commencement of any settlement of such claim claim, suit or ceasing proceeding, if prejudicial to its ability to defend against such claim if action, shall relieve such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for Indemnitor of any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior liability to the Indemnified Party's receipt Indemnitee under this Article 11, but the omission to so deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Article 11. Without limiting the foregoing, the Indemnitee shall keep the Indemnitor fully informed of the Indemnifying Party's notice progress of its election any Claim for which it intends to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in indemnification under this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesArticle 11.

Procedures. (a) Promptly after receipt the discovery of any Loss or Losses by any person or entity entitled Indemnified Party which might give rise to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify deliver to the party that is obligated to provide such indemnification Stockholder Representative a certificate (the "Indemnifying Party"“Claim Certificate”), which Claim Certificate shall: (i) of state that the Indemnified Party has paid or properly accrued Losses, or anticipates that it will incur liability for Losses, for which such claim Indemnified Party is entitled to indemnification pursuant to this Agreement; and (ii) specify in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except reasonable detail, to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided available, each individual item of Loss included in Section 13.2the amount so stated, the Indemnifying date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party shall claims to be entitled hereunder. (b) In case the Stockholder Representative shall object to have sole control over the response toindemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, defense and settlement of such claim, provided thatthe Stockholder Representative shall, within fifteen thirty (1530) days after receipt by the Stockholder Representative of such Claim Certificate, deliver to the Indemnified Party a written noticenotice to such effect and the Stockholder Representative and the Indemnified Party shall, within the Indemnifying Party notifies thirty-day period beginning on the date of receipt by the Indemnified Party of its election such written objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Stockholder Representative shall have so assume full controlobjected. In If the event Indemnified Party and the Indemnifying Stockholder Representative shall succeed in reaching agreement with respect to any of such claims, the Indemnified Party does elect and the Stockholder Representative shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Stockholder Representative be unable to so assume controlagree as to any particular item or items or amount or amounts, (a) then the Indemnified Party shall be entitled to participate pursue its available remedies for resolving its claim for indemnification. (c) Promptly after the assertion by any third party of any claim against any Indemnified Party (a “Third Party Claim”) that, in the response to judgment of such claim and to employ counsel at its own expense to assist Indemnified Party, may result in the handling incurrence by such Indemnified Party of Losses for which such claimIndemnified Party would be entitled to indemnification pursuant to this Agreement, (b) the Indemnifying such Indemnified Party shall obtain deliver to the prior Stockholder Representative a written approval notice describing in reasonable detail such Third Party Claim; provided, however, that no delay on the part of the Indemnified Party (which approval in notifying the Stockholder Representative shall not be unreasonably withheld relieve the Stockholders of any liability or delayed) before entering into any settlement of such claim or ceasing obligations hereunder, except to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partyextent that the Stockholders have been materially prejudiced thereby, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response then only to such claimextent. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the The Indemnified Party shall have the right in its sole discretion to respond conduct the defense of any such Third Party Claim; provided, however, that the Stockholders shall not be liable to and defend indemnify any Indemnified Party for any settlement of any such Third Party Claim effected without the claim in such manner as it may deem appropriate, at the reasonable cost and expense prior written consent of the Indemnifying PartyStockholder Representative, who which consent shall not be bound by unreasonably withheld. If any settlement. The Indemnifying Party shall promptly reimburse such action or claim is settled with the prior written consent of the Stockholder Representative, or if there be a final judgment for the plaintiff in any such action, the Indemnified Party shall be entitled to indemnification for the amount of any Loss relating thereto. (d) Claims for Losses specified in any Claim Certificate to which the Stockholder Representative did not object in writing within thirty (30) days of receipt of such costs Claim Certificate, claims for Losses covered by a memorandum of agreement of the nature described in Section 10.4(b), and expensesclaims for Losses the validity and amount of which have been the subject of resolution by arbitration or of a final non-appealable judicial determination are hereinafter referred to, collectively, as “Agreed Claims.” The Indemnified Party shall be entitled to payment for any Agreed Claims within ten (10) Business Days of the determination of the amount of any such Agreed Claims.

Procedures. Promptly after receipt by a Party of any person claim or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civilaction, criminaladministrative, administrative or investigative action legal proceeding, or proceeding involving a claim, in respect of investigation as to which the Indemnified Party will seek indemnification pursuant to the Agreementindemnity provided for in this Article 17 may apply, the Indemnified Party shall promptly notify provide notice thereof to the party that is obligated to provide such indemnification (the "Indemnifying Party") ; provided that a delay in providing such notice shall limit the obligations of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except only to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, delay actually prejudices the ability of the Indemnifying Party to contest the claim or defend the proceeding. The Indemnifying Party shall be entitled assume the defense thereof with counsel designated by such Party and satisfactory to have sole control over the response toIndemnified Party, defense provided, however, if the defendants in any such action include both the Indemnified Party and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) and the Indemnified Party shall reasonably conclude that there may be entitled legal defenses available to participate in the response it which are different from or additional to, or inconsistent with, those available to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to select and defend the claim in such manner as it may deem appropriatebe represented by separate counsel, at the reasonable cost and Indemnifying Party’s expense. If an Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may contest, settle, or pay such claim , at the expense of the Indemnifying Party, who shall provided, however, that settlement or full payment of any such claim may be bound by any settlement. The made only following consent of the Indemnifying Party shall promptly reimburse or, absent such consent, written opinion of the Indemnified Party for Party’s counsel that such costs and expensesclaim is meritorious or otherwise warrants settlement.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") Person of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or administrative proceeding involving a claim, in respect of which the Indemnified Party Person will seek indemnification pursuant to the Agreementhereunder, the Indemnified Party Person shall promptly notify provide to the party that or parties from whom indemnification is obligated sought (each, an "Indemnifying Party" and, collectively, the "Indemnifying Parties") a written notice specifying the nature of the claim and the amount or estimated amount thereof and giving notice of any fact upon which such Indemnified Party intends to base a claim for indemnification hereunder. Any failure by the Indemnified Person to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party notice shall not relieve the Indemnifying Party of its obligations under from any liability that it may have to the Agreement Indemnified Person except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of materially prejudiced by such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, failure. (a) the Indemnified The Indemnifying Party shall be entitled to participate in the response defense of such action and to assume control of such defense with counsel reasonably acceptable to the Indemnified Person; provided, however, that: (i) the Indemnified Person shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim, ; (bii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) Person before entering into any settlement of such claim or ceasing to defend against such claim if claim, if, pursuant to or as a result of such settlement or cessation cessation, injunctive or other equitable relief would cause injunctive relief to be imposed against the Indemnified PartyPerson or would otherwise restrict the future activity or conduct of the Indemnified Person, and which approval shall not be unreasonably withheld; and (ciii) the Indemnifying Party shall promptly reimburse not consent to the Indemnified Party for entry of any legal expenses reasonably incurred judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to each Indemnified Party Person of a release from all liability in connection with the defense respect of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. . (b) After written notice by the Indemnifying Party to the Indemnified Party Person of its election to assume full controlcontrol of the defense of any such action, the Indemnifying Party shall not not, except where there may be specific defenses available to it that are different from or additional to those available to the Indemnifying Party or that such claim involves or could have an effect upon matters beyond the scope of the indemnity agreement contained in Section 10.01 above, be liable to the such Indemnified Party Person hereunder for any further legal expenses Legal Expenses subsequently incurred by such Indemnified Party Person in connection with the defense thereof. In such case, only that portion of that claim. such Legal Expenses reasonably related to matters covered by Section 10.01 shall be borne by the Indemnifying Parties. (c) If the Indemnifying Party does not assume sole control over of the response to defense of such claim as provided in this Sectionclaims by promptly notifying the Indemnified Person of such assumption, the Indemnifying Party may participate in such response and the Indemnified Party Person shall have the right to respond to and defend the such claim in such manner as it may deem appropriate, appropriate at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The and the Indemnifying Party shall will promptly reimburse the Indemnified Person therefor in accordance with the terms hereof; provided that the Indemnified Party for shall not settle such claim without first obtaining the written consent of the Indemnifying Parties, which consent shall not be unreasonably withheld. The reimbursement of fees, costs and expensesexpenses required by this Section 10.03 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred. (d) No claim for indemnification hereunder shall be made by an Indemnified Party in respect of a material breach by an Indemnifying Party of any provision of this Agreement that is capable of being cured until such breaching party shall have had a ten (10) day period from the date of such breach or alleged breach in which to cure such breach, provided that the Indemnified Party is not materially prejudiced thereby.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under (a) In the Agreement event that a Party (the "“Indemnified Party"”) of notice of shall assert any claim which could give rise to a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek right to indemnification pursuant to Section 7.2 or Section 7.3 from the Agreementother Party (the “Indemnifying Party”), the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") within a reasonable time after learning of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, and shall extend to the Indemnifying Party notifies the opportunity to compromise or defend against such claim, at the Indemnifying Party’s sole expense and by its own legal counsel. The Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or defense against any such asserted claim. In connection with the defense of any claim, each party shall make available to the party controlling the defense any books, records or other documents within its control that are necessary or appropriate for such defense. No effort to recover Damages related to such claim shall be made by the Indemnified Party pursuant to Section 7.2 or Section 7.3 while such defense is still being made until the earlier of its election to so assume full control. In (i) the event resolution of said claim by the Indemnifying Party does elect to so assume controlwith the claimant, or (aii) the termination of the defense by the Indemnifying Party against such claim. The Indemnified Party shall be entitled shall, at its option and expense, have the right to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) any defense undertaken by the Indemnifying Party shall obtain with legal counsel of its own selection. No settlement or compromise of any claim which may result in Damages may be made by the Indemnifying Party without the prior written approval consent of the Indemnified Party (which approval consent shall not be unreasonably withheld withheld, conditioned or delayed) before entering into any settlement of such claim or ceasing unless prior to defend against such claim if such settlement or cessation would cause injunctive relief compromise the Indemnifying Party acknowledges in writing its obligation to be imposed against pay in full the amount of the settlement or compromise and all associated expenses. (b) If an Indemnified Party asserts the existence of any claim which could give rise to a right to indemnification pursuant to Section 7.2 or Section 7.3, the Indemnified Party shall give written notice to the Indemnifying Party of the nature and amount of the claim asserted. If the Indemnifying Party, within a period of thirty (30) days after the receipt of such notice by the Indemnified Party, shall give written notice to the Indemnifying Party announcing such party’s intention to contest such assertion of the Indemnified Party, then the contested assertion of such claim shall be settled by arbitration to be held in Atlanta, Georgia in accordance with the commercial arbitration rules of the American Arbitration Association then applicable. The determination of the arbitrator(s) shall be delivered in writing to the Parties and shall be final, binding and conclusive upon all of the Parties hereto, and the amount of the Damages, if any, determined to exist by the arbitrator(s) shall be deemed established. (c) The Indemnified Party and the Indemnifying Party shall promptly reimburse may agree in writing, at any time, as to the Indemnified Party for any legal expenses reasonably incurred by existence and amount of Damages, and, upon the Indemnified Party in connection with the defense execution of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to agreement such claim. After notice by the Damages shall be deemed established. (d) The Indemnifying Party agrees to pay in cash the amount of each finally established claim for Damages under Section 7.2 or Section 7.3 to the Indemnified Party of its election within five (5) Business Days after the establishment thereof in accordance with this Section 7.4. Any amounts not paid by Sellers when due under this Section 7.4(d) shall bear interest from the due date thereof until the date paid at a rate equal to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensestwo percent (2%) per annum.

Procedures. Promptly after receipt by any person or entity The Party seeking to be indemnified pursuant to this Section 12 (as applicable, the “Indemnified Party”) shall be entitled to indemnification under the Agreement hereunder only: (the "Indemnified Party"i) of if it gives written notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification hereunder (the "“Indemnifying Party"”) of any losses or claims, suits, or proceedings by Third Parties which may give rise to a claim for indemnification with reasonable promptness after receiving written notice of such claim (or, in writing. No the case of a proceeding, is served in such proceeding) or becoming aware of any such loss; provided, however, that failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of its obligations under the Agreement obligation to provide indemnification, except if and to the extent that the Indemnifying Party is actually and materially prejudiced thereby, and (ii) once the Indemnifying Party confirms in writing to the Indemnified Party that it can demonstrate damages or prejudice attributable is prepared to such failure. Except as provided in Section 13.2assume its indemnification obligations hereunder, the Indemnifying Party shall be entitled to have has sole control over the response to, defense and settlement of such the claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claimcost and expense; provided, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partyhowever, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim be represented by its own counsel at its own cost in such manner as it may deem appropriatematters. Notwithstanding the foregoing, at (x) no Indemnifying Party shall have the reasonable cost and expense right to assume control over the assertion of any claim, or the commencement of any action, in either case with respect to Taxes of the Indemnified Party, provided that the Indemnified Party shall not settle or resolve any such claim or action if doing would reasonably be expected to adversely impact the Indemnifying Party, including increasing the Indemnifying Party’s obligations pursuant to this Agreement, without the prior written consent of the Indemnifying Party, who which shall not be bound by any settlement. The unreasonably withheld, conditioned or delayed; and (y) the Indemnifying Party shall promptly reimburse not settle or dispose of any such matter in any manner which would require the Indemnified Party to make any admission, or to take any action (except for ceasing use or distribution of the items subject to the claim) without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. Each Party shall reasonably cooperate with the other Party and its counsel in the course of the defense of any such costs suit, claim, or demand, such cooperation to include using reasonable efforts to provide or make available documents, information, and expenseswitnesses and to mitigate damages.

Procedures. 16.6.1 Promptly after the receipt by any person or entity entitled to indemnification under the Agreement either party (the "Indemnified Party") of notice of a claim, (A) any claim or of (B) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. The failure to give the Indemnifying Party of its obligations timely notice under this Section 16.6.1 shall not preclude the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, Indemnified Party from seeking indemnification from the Indemnifying Party shall be entitled unless such failure has materially prejudiced the Indemnifying Party's ability to have sole control over defend the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, claim or litigation. 16.6.2 If the Indemnifying Party notifies assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to Indemnified Party Party, the obligations of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom and to holding the Indemnified Party harmless from and against any losses, damages and liabilities caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom; provided, however, that the Indemnified Party may participate, at its expense, in the defense of such claim or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Indemnified Party, or enter into any settlement, except with the written consent of the Indemnified Party, which does not include [NYCORP] 35907.1 as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation. 16.6.3 If the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may, but shall have no obligation to, defend against such claim if or litigation in such manner as it may deem appropriate, and the Indemnified Party may compromise or settle such claim or litigation without the Indemnifying Party's consent. The Indemnifying Party shall promptly pay any such settlement of such claim or cessation would cause injunctive relief to be imposed against litigation and shall also promptly reimburse the Indemnified PartyParty for the amount of all expenses, and (c) legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such claim or litigation. If no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal expenses reasonably or otherwise, incurred by the Indemnified Party in connection with the defense of against such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. Thom▇▇ ▇▇▇ ▇▇▇ Gary ▇▇▇▇▇▇▇▇ ▇▇▇ll act as Representatives of the Significant Stockholders for all purposes of the Escrow Agreement and the indemnification provisions of this Article 10, are duly authorized to be such Representatives and may bind the Significant Stockholders with respect thereto. Promptly after the receipt by any person or entity entitled to indemnification under the Agreement (the "an Indemnified Party") Party of notice or discovery of a any claim, damage or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative legal action or proceeding involving a claim, in respect of which the Indemnified Party will seek giving rise to indemnification pursuant to the rights under this Agreement, the such Indemnified Party shall promptly notify give the party that from whom indemnification is obligated to provide such indemnification sought (the "Indemnifying Party") and the Escrow Agent written notice of such claim claim, damage, legal action or proceeding (a "Claim"). A Parent Indemnified Party shall give notice of a Claim (a "Notice of Claim") to the Significant Stockholders by delivering such Notice of Claim to either of the Representatives. An Indemnified Party may assert a Claim at any time prior to the expiration of the applicable survival period in writingSection 10.1. No failure to so notify delay on the part of an Indemnified Party in giving an Indemnifying Party shall a Notice of Claim will relieve the such Indemnifying Party of any of its obligations under the Agreement except this Article 10 (provided that such Notice of Claim is timely given prior to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided expiration of the applicable survival period in Section 13.2, 10.1) unless (and then only to the extent) that such Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen is materially prejudiced thereby. Within twenty (1520) days after receipt of delivery of such written notice, the Indemnifying Party notifies may, at the Indemnified Party expense of its election to so assume full control. In the event the such Indemnifying Party does Party, elect to so assume control, (a) the Indemnified Party shall be entitled take all necessary steps properly to participate in the response contest any Claim involving third parties or to prosecute such claim and Claim to employ counsel at its own expense conclusion or settlement satisfactory to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by both as set forth in Section 10.5 herein, or notify the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of writing that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend it disputes the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesindemnity.

Procedures. Promptly after receipt by any person or entity entitled to indemnification Any indemnified party submitting an indemnity claim under the Agreement this Section 13, as applicable (the "“Indemnified Party"”) of notice of a claim, or of the commencement shall: (or threatened commencementa) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification indemnifying Party (the "“Indemnifying Party") ”), of such claim in writing. No failure to so notify writing and furnish the Indemnifying Party with a copy of the applicable communication, notice or other action relating to the event for which indemnity is sought; provided that, no failure to provide such notice pursuant to this clause (i) shall relieve the Indemnifying Party of its obligations under the Agreement indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (ii) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (iii) give the Indemnifying Party sole control of the defense (including without limitation the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided, however, that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2the case of the foregoing clauses (ii) and (iii), the Indemnifying Party shall be entitled to have sole control over not, without the response to, defense and settlement written consent of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume controlParty, compromise or settle any suit or proceeding unless such compromise or settlement (ax) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, is solely for monetary damages (b) for which the Indemnifying Party shall obtain be responsible), (y) does not impose injunctive or other equitable relief against the prior written approval Indemnified Party and (z) includes an unconditional release of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement from all liability on claims that are the subject matter of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the proceeding. The Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party (in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim capacity as provided in this Section, the Indemnifying Party such) may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, defense at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesits own expense.

Procedures. Promptly after receipt by any person or entity entitled to (a) The party seeking indemnification under the Agreement Section 14.02 (the "Indemnified Party") of agrees to give prompt notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that against whom indemnity is obligated to provide such indemnification sought (the "Indemnifying Party") of the assertion of any claim for indemnity, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought, under such claim in writingSection and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. No The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement hereunder, except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled have the right at its expense to have sole control over assume the response todefense of any such suit, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full controlaction or proceeding asserted by a third party. In the event If the Indemnifying Party does elect to so assume controlsuch defense, (a) it shall indemnify and hold the Indemnified Party harmless from and against any and all losses, damages and liabilities caused by or arising out of any settlement or judgment of such claim and may not claim that it does not have an indemnification obligation with respect thereto. In addition, the Indemnified Party shall be entitled have the right to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of at its election to assume full control over the response to such claim. After notice by expense, in which case the Indemnifying Party shall cooperate in providing information to and consulting with the Indemnified Party of its election to assume full controlabout the claim. If the Indemnifying Party assumes the defense, the Indemnifying Party shall not be liable consent to the entry of judgment or enter into any settlement without the prior written consent of the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claimParty, which consent shall not be unreasonably withheld. If the Indemnifying Party does not assume sole control over the response to defense of any such claim, the Indemnified Party may defend against or settle such claim in such manner and on such terms as provided it in this Sectiongood ▇▇▇▇▇ ▇▇▇▇▇ appropriate and shall be entitled to indemnification in respect thereof in accordance with Section 14.02, and the Indemnifying Party shall not consent to the entry of judgment, or enter into any settlement, in respect thereof. It is understood and agreed that the Company and Buyer will defend the EVS Litigation. (c) The amount of any Damages payable under Section 14.02 by the Indemnifying Party shall be computed net of any amounts recovered by the Indemnified Party under the Company Policies to the extent such amounts shall offset the damages, costs and expenses that would otherwise be sustained. (d) Except as otherwise expressly provided herein, the indemnification provided hereunder constitutes the sole and exclusive remedy that an Indemnified Party may participate have for claims under this Agreement after the Effective Time (regardless of the legal theory upon which such claims are made except for a claim for fraud), except for a breach by an Indemnifying Party of the indemnification obligation or of any of the covenants set forth in such response and Sections 9.03, 9.04, 10.06, 11.04, 11.05, 11.06, 15.03 or 15.07, in which case the Indemnified Party shall have the right to respond to all legal remedies permitted under law and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesequity.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") a Party of notice of a any Third Party claim, or of the commencement (or threatened commencement) of any civildemand, criminal, administrative or investigative action suit or proceeding involving which could give rise to a claim, in respect of which the Indemnified Party will seek right to indemnification pursuant to Section 9.1, such Party (the Agreement, “Indemnified Party”) shall give the other Party (the “Indemnifying Party”) prompt written notice describing the claim in reasonable detail. The failure of an Indemnified Party to give notice in the manner provided herein shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement this Section, except to the extent that it can demonstrate damages such failure to give notice materially prejudices the Indemnifying Party’s ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or prejudice attributable to defend, at its own expense and by its own counsel, any such failurematter involving the asserted liability of the Party seeking such indemnification. Except as provided in Section 13.2, If the Indemnifying Party shall be entitled undertake to have sole control over the response tocompromise or defend any such asserted liability, defense it shall promptly (and settlement of such claim, provided that, within fifteen in any event not more than ten (1510) days after receipt of such written the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party notifies and its counsel in the compromise or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the asserted liability or fails to notify the Indemnified Party of its election to so assume full control. In compromise or defend as herein provided, or, if in the event reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses shall be included as part of the indemnification obligation of the Indemnifying Party does elect hereunder. Notwithstanding the foregoing, neither Party may (a) settle or compromise any claim without the prior written consent of the other Party, unless such settlement or compromise provides solely for a monetary payment for which the other Party is fully indemnified, or (b) make any admission or take any action that is prejudicial to so assume controlthe defense or settlement of such claim, without the other Party’s prior written consent. In any event, the Indemnified Party and the Indemnifying Party may participate, at their own expense, in the defense of such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 9.2, (a) the Indemnified Party conducting the defense of a claim shall be entitled (i) keep the other Party informed on a reasonable and timely basis as to participate the status of the defense of such claim (but only to the extent such other Party is not participating jointly in the response to such claim and to employ counsel at its own expense to assist in the handling defense of such claim), and (ii) conduct the defense of such claim in a prudent manner, and (b) the Indemnifying Party shall obtain not cease to defend, settle or otherwise dispose of any claim (except as provided above) without the prior written approval consent of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. (a) Promptly after receipt the discovery by any person Indemnified Party of any Loss or entity entitled Losses, claim or breach, including any claim by a third party described in Section 11.5(c) hereof, that might give rise to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify deliver to the party Seller Parties a certificate (a “Claim Certificate”), which Claim Certificate shall: (i) state that the Indemnified Party has paid or properly accrued Losses, or reasonably anticipates that it may or will incur liability for Losses, for which such Indemnified Party is obligated entitled to provide such indemnification pursuant to this Agreement; and (the "Indemnifying Party"ii) of such claim specify in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except reasonable detail, to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided available, each individual item of Loss included in Section 13.2the amount so stated, the Indemnifying date (if any) such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such item is related and, to the extent computable, the computation of the amount to which such Indemnified Party shall claims to be entitled hereunder. (b) In case the Seller Parties shall object to have sole control over the response toindemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate (other than claims with respect to the Special Escrow which procedures are specified in Sections 2.2 and 11.2(c) hereof), defense and settlement of such claim, provided thatthe Seller Parties shall, within fifteen thirty (1530) days after receipt by the Seller Parties of such Claim Certificate, deliver to the Indemnified Party a single written noticenotice executed by both Seller Parties to such effect and the Indemnified Party shall, within the Indemnifying Party notifies 30-day period beginning on the date of receipt by the Indemnified Party of its election such written objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Seller Parties shall have so assume full controlobjected. In If the event Indemnified Party and the Indemnifying Seller Parties shall succeed in reaching agreement with respect to any of such claims, the Indemnified Party does elect and the Seller Parties shall promptly prepare and sign a memorandum setting forth such agreement which shall be binding on the Indemnified Party and both Seller Parties. Should the Indemnified Party and the Seller Parties be unable to so assume controlagree as to any particular item or items or amount or amounts, (a) then the Indemnified Party shall be entitled to participate in the response to such pursue its available remedies for resolving its claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesindemnification.

Procedures. Promptly after receipt by any person or entity entitled to (a) The Person seeking indemnification under the Agreement Section 11.2 (the "“Indemnified Party"”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of notice the assertion of any claim for indemnification under this Article XI (a claim“Claim”) describing in reasonable detail the facts giving rise to the Claim and including (if known) the amount of, or method of computation of the commencement (amount of the Claim and a reference to the provision of this Agreement or threatened commencement) of any civil, criminal, administrative other agreement or investigative action or proceeding involving a claim, instrument executed hereunder in respect of connection with which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that Claim is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writingbased. No The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement hereunder, except to the extent that it can demonstrate damages or prejudice attributable such failure shall have adversely prejudiced the Indemnifying Party and then only with respect to such failureprejudice. Except The Indemnifying Party may make a written objection to any Claim, which objection shall be delivered to the Indemnified Party within thirty (30) days after notice of the Claim is delivered to the Indemnifying Party. The Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any Claim to which an objection is made. If such parties are able to resolve any such Claim, they shall prepare and sign a written agreement setting forth such agreement. The Indemnifying Party shall pay to the applicable Indemnified Party by wire transfer of immediately available funds to an account designated by such Indemnified Party the agreed-upon amount of the Damages as provided set forth in Section 13.2the agreement. (b) If the Indemnifying Party and the Indemnified Party are unable to resolve a Claim to which an objection has been made within thirty (30) days (as such period may be extended by mutual agreement between the Indemnifying Party and the Indemnified Party), the amount of Damages to which an Indemnified Party shall be entitled shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnifying Party; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnifying Party shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) Any obligation to provide indemnification hereunder with respect to any Claim asserted by any third party (a “Third Party Claim”), except with respect to Tax proceedings, which shall be governed by Article VIII, shall be subject to the following terms and conditions: (i) Within twenty (20) days after receipt of notice of a Third Party Claim, the Indemnifying Party shall be entitled give written notice to have sole control over the response toIndemnified Party stating whether it disputes the Third Party Claim and whether it will defend against such Third Party Claim; provided, that if the Indemnifying Party elects to assume the defense against such Third Party Claim, such notice shall contain the written acknowledgement and settlement of such claim, provided agreement that, within fifteen (15) days after receipt of if such written noticeThird Party Claim shall be adversely determined, the Indemnifying Party notifies has an obligation to provide indemnification pursuant to this Article XI. The Indemnifying Party shall be entitled, at its sole cost and expense, subject to the foregoing and to Section 11.4, to assume and control the defense, compromise, settlement and investigation of such Third Party Claim, including the management of any proceeding relating thereto, and to employ and engage counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall be entitled to retain control of the defense of such Third Party Claim with counsel of its election to so assume full control. In the event own choice (and the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response defense of such Third Party Claim, at its sole cost and expense and through counsel of its own choice) if Indemnifying Party fails to acknowledge in writing its obligation to indemnify the Indemnified Party with respect to such Third Party Claim or if such Third Party Claim involves (w) a claim for an injunction against any business or operations of the Indemnified Party, (x) a criminal proceeding, action, indictment, allegation or investigation, (y) any Intellectual Property of the Business, or (z) any customer of the Business that was one of the Business’s top 5 customers by revenue for the 12 months prior to the date of such Claim or that is reasonably expected to be one of the Business’s top 5 customers by revenue for the 12 months following the date of such Claim, and the Purchaser reasonably believes that the prosecution or defense of such Third Party Claim could materially and adversely affect the Purchaser’s relationship with such customer. The Indemnified Party shall at all times have the right to employ counsel fully participate in the defense of any Third Party Claim at its own cost and expense directly or through counsel; provided, however, that if the named parties to assist a proceeding include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised by counsel that (i) representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct or (ii) there may be one or more legal or equitable defenses available to it that are different from or additional to those available to the Indemnifying Party, then, in either case, the Indemnified Party shall be entitled to retain its own counsel at the cost and expense of the Indemnifying Party (except that the Indemnifying Party shall not be obligated to pay the fees and expenses of more than one separate counsel for all Indemnified Parties, taken together). Notwithstanding the foregoing, the Indemnified Party, during the period the Indemnifying Party is determining whether to elect to assume the defense of a matter covered by this Section 11.3, may take such reasonable actions as it deems necessary to preserve any and all rights with respect to the matter, without such actions being construed as a waiver of the Indemnified Party’s rights to defense and indemnification under this Agreement. (ii) If the Indemnifying Party exercises the right to undertake the defense and investigation of any such Third Party Claim as provided in Section 11.3(c)(i), then (x) the Indemnified Party agrees to cooperate with the Indemnifying Party in such efforts and make available to the Indemnifying Party all witnesses, records, materials and information in the handling of such claimIndemnified Party’s possession, under its control or to which it may have access as may be reasonably requested by the Indemnifying Party, and (by) the Indemnifying Party shall obtain the prior written approval of will keep the Indemnified Party (which approval shall not be unreasonably withheld reasonably informed of the progress of the defense of any such Third Party Claim. If the Indemnifying Party fails to undertake the defense and investigation of any such Third Party Claim as provided in Section 11.3(c)(i), including conducting a good faith and diligent defense, or delayed) before entering into any settlement if the Indemnified Party retains control of the defense of such claim Third Party Claim as provided in Section 11.3(c)(i), then (x) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise, settlement and investigation of such Third Party Claim on behalf of, and at the cost and expense of and for the account and risk of, the Indemnifying Party, (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such efforts and make available to the Indemnified Party all witnesses, records, materials and information in the Indemnifying Party’s possession, under its control or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to which it may have access as may be imposed against reasonably requested by the Indemnified Party, and (ciii) the Indemnified Party will keep the Indemnifying Party shall promptly reimburse reasonably informed of the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with progress of the defense of any such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Third Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesClaim.

Procedures. Promptly after receipt The following provisions shall apply to claims for Losses from claims by a third party ("Claim"). The indemnifying party shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any person such Claim with legal counsel of its own selection. The Indemnified Parties or entity entitled the Indemnified Company Parties, as the case may be, shall have the right, but not the obligation, to indemnification participate, at their own expense, in the defense thereof through counsel of their own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims they may have. The Indemnified Parties or the Indemnified Company Parties, as the case may be, shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying party (i) in its defense of any action for which indemnity is sought hereunder; and (ii) its prosecution under the Agreement (the "Indemnified Party") last sentence of notice this section of a any related claim, cross-complaint, counterclaim or right of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full controlsubrogation. In the event the Indemnifying Party does elect indemnifying party fails timely to so assume controldefend, (a) contest or otherwise protect against any such suit, action, investigation, claim or proceeding, the Indemnified Party Parties or the Indemnified Company Parties, as the case may be, shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. No claim or action subject hereto may be settled unless the Indemnified Parties or the Indemnified Company Parties, as the case may be, and the indemnifying party consent thereto, such consent not to be unreasonably withheld. The indemnifying party shall be entitled subrogated to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval claims or rights of the Indemnified Party (which approval shall not be unreasonably withheld Parties or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified PartyCompany Parties, and (c) as the Indemnifying Party shall promptly reimburse the Indemnified Party for case may be, as against any legal expenses reasonably incurred other Persons with respect to any Loss paid by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in indemnifying party under this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensessection.

Procedures. (a) Promptly after the receipt by any person or entity Person that may be entitled to indemnity hereunder of notice or otherwise becoming aware of (a) any claim or (b) the commencement of any action or proceeding which may give rise to a claim for indemnification under the Agreement hereunder, such Person (the "Indemnified Aggrieved Party") of notice of will, if a claim, claim with respect thereto is to be made against the party or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek parties obligated to provide indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification this Article 11 (the "Indemnifying Party") ), give such Indemnifying Party written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and, shall permit the Indemnifying Party to assume, at its own expense, the defense of any such claim, action or proceeding, or any litigation resulting from such claim, and, upon such assumption, shall relieve cooperate fully with the Indemnifying Party in the conduct of such defense. This duty on the part of the Aggrieved Party to cooperate in such defense shall include, but not be limited to, (i) providing assistance in compiling and verifying responses to discovery requests, (ii) providing reasonable access to its employees for purposes of consulting, performing laboratory testing, providing deposition and ---------- [***] Confidential treatment requested and the redacted material has been separately filed with the Commission. 60 56 trial testimony and providing expert opinions at depositions and trials and (iii) making available to the Indemnifying Party all books and records as may have relevance to the defense. Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such action within 15 days after notice thereof shall have been given to the Indemnifying Party, shall be deemed a waiver by the Indemnifying Party of its right to defend such action. If the Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations under of the Agreement except to the extent that it can demonstrate damages or prejudice attributable Indemnifying Party as to such failureclaim or litigation shall be limited to taking all steps reasonably deemed necessary in the defense or settlement of such claim or litigation resulting therefrom and to holding the Aggrieved Party harmless from and against any and all Costs caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom (subject to Section 11.3). Except as The Aggrieved Party may participate, at its expense, in the defense of such claim or litigation, provided that the Indemnifying Party shall direct and control the defense of such claim or litigation; provided, further, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgement of the Aggrieved Party for the same counsel to represent both the Indemnifying Party and the Aggrieved Party, then the Aggrieved Party shall be entitled to retain its own counsel, in each jurisdiction for which the Aggrieved Party determines counsel is required, at the Indemnifying Party's expense. Subject to Section 13.211.3, the Indemnifying Party shall be entitled to have sole control over not, in the response to, defense and settlement of such claimclaim or any litigation resulting therefrom, provided thatconsent to entry of any judgment, within fifteen (15) days after receipt except with the written consent of the Aggrieved Party, or enter into any settlement, except with the written consent of the Aggrieved Party which, in either case, may not be unreasonably withheld, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Aggrieved Party of a full and complete release from any and all liability in respect of such written noticeclaim or litigation, and which judgement or settlement shall not impose any on-going obligations on the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, Aggrieved Party. (b) If the Indemnifying Party shall obtain not assume the prior written approval defense of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to litigation resulting therefrom, the Aggrieved Party may defend against such claim if or litigation in such settlement manner as it may deem appropriate and the Aggrieved Party may settle such claim or cessation would cause injunctive relief to be imposed against the Indemnified Partylitigation on such terms as it may deem appropriate, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Aggrieved Party for any legal expenses reasonably the amount of all Costs incurred by the Indemnified Aggrieved Party in connection with the defense against or settlement of such claim prior or litigation, subject to the Indemnified Party's receipt Section 11.3. If no settlement of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlclaim or litigation is made, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Aggrieved Party for the amount of any Costs incurred by the Aggrieved Party in the defense against such costs claim or litigation, subject to Section 11.3. (c) If there shall be any conflicts between the provisions of this Section 11.2 and expensesSection 7.6(c) (relating to Tax contests), the provisions of Section 7.6(c) shall control with respect to Tax contests. (d) In the event Seller and Buyer are unable to agree on the terms of settlement of an infringement claim subject to Section 11.1(a)(vii), any additional Costs that Seller or Buyer incurs and/or pays to such third party at a later date based on a Court decision or a settlement above and beyond the proposed earlier settlement with respect to post closing infringing activities, which earlier settlement either the Seller or Buyer had rejected, shall be for the sole account and obligation of the rejecting party if such other party had advised the rejecting party that it was prepared to accept such earlier settlement terms.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which If the Indemnified Party will seek receives notice of any claim or the commencement of any suit, action, claim, proceeding or investigation brought by any Person other than the Indemnifying Party and believes in good faith that the Indemnifying Party may be obligated to provide indemnification pursuant to the this Agreement, the Indemnified Party shall promptly notify give the party that is obligated to provide such indemnification Indemnifying Party written notice (the "Indemnifying PartyIndemnification Notice") of thereof setting forth in reasonable detail such claim in writing. No information with respect to such suit, action, claim, proceeding or investigation as the Indemnified Party shall then have, but the failure to so notify give an Indemnification Notice to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under any liability that it may have to the Agreement Indemnified Party, except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled have been materially prejudiced in its ability to have sole control over defend the response tosuit, defense and settlement of such action, claim, provided that, within fifteen (15) days after proceeding or investigation for which such indemnification is sought. Upon receipt of such written noticean Indemnification Notice, the Indemnified Party and the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) may agree that the Indemnifying Party shall obtain assume the prior written approval defense of such suit, action, claim, proceeding or investigation upon such terms as they shall agree. If the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against and the Indemnified Party, and (c) Indemnifying Party agree that the Indemnifying Party shall promptly reimburse assume the defense of any suit, action, claim, proceeding or investigation for which it is called upon to indemnify the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior pursuant to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlthis article, the Indemnifying Party shall not be liable to settle or compromise such suit, action, claim, proceeding or investigation without the prior written consent of the Indemnified Party for unless there is no finding or admission of any further legal expenses incurred violation of law by such the Indemnified Party, and the sole relief provided is monetary damages covered in full by the Indemnifying Party. If the Indemnified Party in connection with and the Indemnifying Party agree that the Indemnifying Party shall assume the defense of that any suit, action, claim. If , proceeding or investigation for which it is called upon to indemnify the Indemnifying Indemnified Party does not assume sole control over the response pursuant to such claim as provided in this Sectionarticle, the Indemnifying Party may participate in such response and shall keep the Indemnified Party reasonably informed of the events of any applicable suit, action, claim, proceeding or investigation. If requested by the Indemnifying Party, the Indemnified Party shall have cooperate to the right extent reasonably requested in the defense or prosecution of any suit, action, claim, proceeding or investigation for which such Indemnifying Party is called upon to respond indemnify the Indemnified Party pursuant to this article. The amount of any Loss indemnifiable pursuant to this article shall be reduced by: the value of any benefit (other than any insurance benefit from the insurance policies) realized, directly or indirectly, in any jurisdiction by the Indemnified Party as a result of such Loss; the amount of any insurance proceeds received by the Indemnified Party in respect of such Loss. If such proceeds are received by the Indemnified Party following an indemnification payment in respect of the relevant Loss, the Indemnified Party shall pay to the Indemnifying Party an amount equal to the lesser value of: the amount of such proceeds; and defend the claim in such manner as it may deem appropriate, at amount of the reasonable cost and expense of indemnification payment made by the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse not pay the Indemnified Party any indemnification related to the missing profit or indirect damage. Neither Party shall be indemnified more than once for such costs the same Loss. The Contracting Authority shall not hold responsible the Concessionaire for any Loss that may have been caused by events, actions or omissions occurring prior to the date of the Site Handback. Such articles, from 16.1 to 16.14 shall remain in force even after (3) three years after this Agreement Closure Date and expensesregardless of its termination, one Party shall request the amounts owed to the other Party pursuant to this article, in accordance with this Agreement, within a term of (3) three years from the Agreement Closure Date.