Common use of Procedures Clause in Contracts

Procedures. 9.3.1 A party (the “Indemnified Party”) that intends to claim indemnification under this Section shall promptly notify the other party (the “Indemnifying Party”) in writing of any claim of a Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party to the Indemnifying Party shall include a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A party (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) that intends to claim be entitled to any indemnification provided for under this Section Agreement as a result of a Loss or a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall promptly notify deliver notice thereof to the other party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of the Third Party Claim, describing in writing of reasonable detail the facts giving rise to any claim for indemnification hereunder and the amount or method of a Third Party which may reasonably be expected to result in a computation of the amount of such claim for Damages (“Damage Claim”) by if known). In connection with the Indemnified Party. Notice by delivery of such notice, the Indemnified Party shall use commercially reasonable efforts to provide to the Indemnifying Party such other necessary information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall include a copy not release the Indemnifying Party from any of its obligations under this Article VII, except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, that the Indemnifying Party shall not have the right to defend or direct the defense of any Third Party claimClaim (i) that is asserted directly by or on behalf of a Person that is a material supplier or material customer of the Indemnified Party or (ii) that seeks an injunction or other equitable relief against the Indemnified Party, in which case the Indemnified Party may defend such Third Party Claim and the Indemnified Party will consult with the Indemnifying Party regarding any such defense. An If the Indemnifying Party elects not to defend such Third Party Claim, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required; provided, however, that the Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice participate in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claimThird Party Claim at its own expense and the Indemnified Party will consult with the Indemnifying Party regarding any such defense. (c) If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall nonetheless have the right to select its own employ separate counsel and to participate in the defense thereof, but the fees and expenses of such claim counsel shall be at and the expense of the Indemnified Party; provided, that if in the reasonable opinion of counsel for its own expense and account. Where the Indemnifying Party has assumed defense Indemnified Party, there is a conflict of any Damage Claim, interest between the Indemnified Party and its counselthe Indemnifying Party, if retained, shall consult and cooperate with counsel for the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such Indemnified Party in defending against connection with such defense. The Seller and the Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of this Section 7.4) records relating to such Third Party claim. Such cooperation shall includeClaim and furnishing, without limitationexpense (other than reimbursement of actual out-of-pocket expenses) to the defending party, providing documents, making management employees available of the non-defending party as may be reasonably necessary for interviews, depositions and testimony and consultation on technical mattersthe preparation of the defense of such Third Party Claim. 9.3.3 An (d) Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not under settle, or make any circumstancesadmission of liability, agreement or compromise in respect of, any Third Party Claim without the prior written consent of the Indemnified Party, settle except as provided in this Section 7.4(d). If a firm offer is made to settle, or make any admission of liability, agreement or compromise any claim in respect of, a Third Party Claim without leading to liability or consent to the entry creation of any judgment which might in any material way prejudice a financial or adversely affect other obligation on the part of the Indemnified Party or 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 Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party gives written notice to the Indemnifying Party within 10 days after its continued business activities and which receipt of such notice that it does not include consent to such settlement, admission, agreement or compromise, the Indemnified Party may continue to contest or defend such Third Party Claim at its own expense, and in such event the maximum liability of the Indemnifying Party as an unconditional term thereof to such Third Party Claim and any related claims that such proposed settlement, admission, agreement or compromise would settle or otherwise preclude shall not exceed the amount of such offer. If the Indemnified Party fails to give written notice to the Indemnifying Party that it does not consent to such settlement, admission, agreement or compromise within such 10-day period, the Indemnifying Party may settle, or make any admission of liability, agreement or compromise in respect of, the Third Party Claim upon the terms set forth in such firm offer in respect of such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to this Section 7.4, it shall not agree to any settlement, admission, agreement or compromise without the written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve or result from a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly to the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and the amount or method of computation of the amount of such claim (if known). In connection with the delivery of such notice, the Indemnified Party shall use commercially reasonable efforts to provide to the Indemnifying Party such other necessary information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII, except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnifying Party shall use commercially reasonable efforts to respond in writing within 30 days of receipt of such notice. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the claimant or Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the plaintiff investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying 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 a release from all liability in respect of such claim, in form on the terms and substance reasonably satisfactory subject to the Indemnified Partyprovisions of this Agreement. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A party In order for a Party (the “Indemnified Party”) that intends to claim be entitled to any indemnification provided for under this Section shall promptly Agreement in respect of, arising out of or involving a claim made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party must notify the other indemnifying party (the “Indemnifying Party”) in writing (and in reasonable detail) of any claim of a the Third Party which may reasonably be expected to result in a claim for Damages Claim within fifteen (“Damage Claim”15) Business Days after receipt by the Indemnified Party. Notice by the such Indemnified Party of notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided under this Agreement except to the extent the Indemnifying Party shall include have been actually prejudiced as a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or settlement result of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty failure (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim except that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to for any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days’ after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party as relating to the Third Party Claim. 8.4.1 If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the date Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees and Representatives available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement or other matters reasonably related to such Third Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the Losses in connection with such Third Party Claim, which releases the Indemnified Party completely in connection with such Third Party Claim and that would not otherwise materially adversely affect the Indemnified Party. 8.4.2 In the event any Indemnified Party should have a claim against any Indemnifying Party under Section 8.2 or 8.3 that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such offer claim with reasonable promptness to the Indemnifying Party, but in any event not later than fifteen (15) Business Days after the Indemnified Party determines that it has or could have a claim to indemnification under this Agreement, stating the amount of settlementLoss, if known, and method of computation thereof, and containing a specific reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any indemnification obligation that it may have to such Indemnified Party under Section 8.2 or 8.3, as applicable, except to the extent that the Indemnifying Party is prejudiced by such failure. If the Indemnifying Party disputes that it has an indemnification obligation with respect to such claim, the Indemnifying Party shall deliver notice of such dispute with reasonable promptness and the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute for a period of thirty (30) days following the receipt by the Indemnified Party of such dispute notice. If the Indemnified Party and the Indemnifying Party have not resolved such dispute during such time period through good faith negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction or other mutually agreeable non-judicial dispute resolution mechanism.

Procedures. 9.3.1 A party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (the a) If any Person who or which is entitled to seek indemnification under Section 10.2 (an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that intends is subject to claim indemnification under this Section 10.2, the Indemnified Party shall promptly (i) notify the other party against whom indemnification is sought (the “Indemnifying Party”) in writing of any claim of a the Third Party which may reasonably be expected to result in a claim for Damages Claim and (“Damage Claim”ii) by the Indemnified Party. Notice by the Indemnified Party transmit to the Indemnifying Party shall include a copy written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party claimClaim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. An Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to defend the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceagainst such Third Party Claim. If the Indemnifying Party fails to so notify notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of its the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Article X), then the Indemnifying Party shall have the right to defend any such Third Party claimClaim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.3(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party will (upon further notice to agrees, at the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account sole cost and expense of the Indemnifying Party, subject to the right of cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to assume contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.3(b), and the Indemnified Party shall bear its own costs and expenses with respect to such claim at any time prior participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to settlementdefend the Indemnified Party pursuant to Section 10.3(b), compromise or final determination thereof if then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if such assumption would not prejudice the defense of such claim or Indemnified Party is actually entitled to indemnification hereunder) in regard to the rights of Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. 9.3.2 . In the event an Indemnifying Party has assumed the defense of any such claimcircumstances, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against defend any such Third Party claim. Such cooperation shall includeClaim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without limitationthe Indemnifying Party’s consent (which consent shall not be unreasonably withheld, providing documentsconditioned or delayed). The Indemnifying Party may participate in, making employees available for interviewsbut not control, depositions any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.3(c), and testimony and consultation on technical matters. 9.3.3 An the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not under result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any circumstancesevent not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, without will include copies of all available material written evidence thereof and will indicate the written consent estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five Business Day period, settle or compromise any claim or consent the Indemnifying Party will be deemed to the entry of any judgment have rejected such claim, in which might in any material way prejudice or adversely affect event the Indemnified Party or its continued business activities and which does not include will be free to pursue such remedies as an unconditional term thereof the giving by the claimant or the plaintiff may be available to the Indemnified Party a release from all liability on the terms and subject to the provisions of this Agreement. (e) Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds realized by and paid to the Indemnified Party in respect of such claim, in form and substance reasonably satisfactory the amount of any Loss shall take into account any net Tax benefits attributable to the Indemnified Partycircumstance or event giving rise to such Loss. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (the a) If any Person entitled to seek indemnification under Section 10.2 or Section 10.3 (an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a Third Party (“Third Party Claim”) in respect of any matter that intends is subject to claim indemnification under this Section 10.2 or Section 10.3 the Indemnified Party shall promptly (i) notify the other party Party against whom indemnification is sought (the “Indemnifying Party”) in writing of any claim of a the Third Party which may reasonably be expected to result in a claim for Damages Claim and (“Damage Claim”ii) by the Indemnified Party. Notice by the Indemnified Party transmit to the Indemnifying Party shall include a copy written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party claimClaim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Damages attributable to the Third Party Claim, if known, and the basis of the Indemnified Party’s request for indemnification under this Agreement. An Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent (and then only to the extent) the Indemnifying Party is prejudiced by such failure. (b) The Indemnifying Party shall defend a Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.5(b). The Indemnifying Party shall have the right to direct the defensefull control of such defense and proceedings, including any compromise or settlement thereof; provided that the prior written consent of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election shall be required with respect to do so within twenty any such compromise or settlement if (20A) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party or any of its election Affiliates would be required to defend pay any monetary damages as a result of such compromise or settlement, (B) such compromise or settlement requires any admission of guilt or wrongdoing on the part of the Indemnified Party or contains any sanction, restriction or relief that would adversely affect the conduct of any business of the Indemnified Party or its Affiliates in any material respect or (C) such compromise or settlement does not fully and unconditionally release the Indemnified Party with respect to such Third Party claimClaim. If requested by the Indemnifying Party, the Indemnified Party will (upon further notice to agrees, at the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account sole cost and expense of the Indemnifying Party, subject to the right of reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to assume contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.5(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation; provided that notwithstanding the foregoing, the Indemnifying Party shall pay the reasonable costs and expenses of such claim at any time prior defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s outside counsel shall have reasonably concluded and advised in writing (with a copy to settlement, compromise the Indemnifying Party) that there are defenses available to such Indemnified Party that are different from or final determination thereof if additional to those available to the Indemnifying Party or (y) the Indemnified Party’s outside counsel shall have advised in writing (with a copy to the Indemnifying Party) that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In (c) Any claim by an Indemnified Party on account of Damages that does not result from a Third Party Claim (a “Direct Claim”) must be asserted by giving the event an Indemnifying Party has assumed written notice thereof prior to the defense expiration of any such claim, the applicable survival period set forth in Section 10.1. Such notice by the Indemnified Party shall nonetheless describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and indicate the estimated amount, if reasonably practicable, of Damages that have been or may be sustained by the right Indemnified Party. The Indemnifying Party will have a period of twenty (20) Business Days within which to select its own counsel and participate respond in the defense of writing to such claim at and for its own expense and accountDirect Claim. Where If the Indemnifying Party has assumed defense of any Damage Claimdoes not so respond within such twenty (20) Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any will be free to pursue such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees remedies as may be available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability on the terms and subject to the provisions of this Agreement. (d) Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds realized by and paid to the Indemnified Party in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A party (Promptly after the “Indemnified Party”) that intends to claim receipt by any Person seeking indemnification under this Section shall promptly notify the other party Article 21 (the “Indemnifying "Indemnified Party”") in writing of written notice of the assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a "Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) by "), the Indemnified Party shall give written notice (the "Indemnification Notice") to the Party from which indemnification is sought (the "Indemnifying Party. Notice by "), and shall thereafter keep the Indemnifying Party reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall include a copy not relieve the Indemnifying Party of any of its obligations hereunder, except to the Third extent that the Indemnifying Party claimis materially prejudiced by such failure. An The Indemnifying Party shall have be entitled to assume the right to direct the defense, compromise or settlement defense of such claim with counsel selected any Third Party Claim by it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so such intention given within twenty thirty (2030) days after the receipt by the Indemnifying Party of the Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice in accordance with the preceding sentenceof such Third Party Claim as provided above). If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to shall assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Third Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, then the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, settle which consent shall not be unreasonably withheld, delayed or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect conditioned; provided, however, that the Indemnified Party or its continued business activities and which shall have no obligation to consent to any settlement that (a) does not include include, as an unconditional term thereof thereof, the giving by the claimant or the plaintiff to of a release of the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a such Third Party claim that can be settled Claim or (b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. As long as the Indemnifying Party is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the payment Indemnifying Party of moneythe defense of any Third Party Claim as provided in this Section 21.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that the Indemnifying Party controls such defense); provided, however, that, if a the defendants in any Third Party claim is made which Claim shall include both an Indemnifying Party and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party is unequivocally willing to settle but an Indemnified Party elects not to settleClaim on its behalf, then at the expense of the Indemnifying Party; provided that the Indemnifying Party shall not be liable hereunder, with respect obligated to any Damage Claim arising from such Third Party claim, for pay the expenses of more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the one separate counsel for all Indemnified Party as of the date of such offer of settlementParties, taken together.

Procedures. 9.3.1 A (i) Any party (the “Indemnified Party”) that intends to claim seeking indemnification under this Section shall promptly notify the other party 7 (the “"Indemnified Party") shall give the party from whom indemnification is being sought (the "Indemnifying Party”") in writing notice of any claim matter which such Indemnified Party has determined has given or could give rise to a right of a 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 reasonably be expected to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the entitle such Indemnified Party to indemnification under this Section 7, such Indemnified Party shall give the Indemnifying Party shall include a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or settlement written notice of such claim with counsel selected by it, provided or the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement commencement of such claim on behalf of action or proceeding and for the account and expense of the Indemnifying Party, subject to the right of shall permit the Indemnifying Party to assume the defense of any such claim at or any time prior litigation resulting from such claim. The failure to settlementgive 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, compromise or final determination thereof if and only if the obligations of the Indemnifying Party as to such assumption would not prejudice claim shall be limited to assuming, in good faith, the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, litigation and to holding the Indemnified Party shall nonetheless have harmless from and against any losses, damages and liabilities caused by or arising out of any settlement approved by the right to select Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom; provided, however, that the Indemnified Party may participate, at its own counsel and participate expense, in the defense of such claim at and for its own expense and account. Where or litigation provided that the Indemnifying Party has assumed shall direct and control the defense of any Damage Claim, the such claim or litigation. The Indemnified Party shall cooperate and its counsel, if retained, shall consult make available all books and cooperate records reasonably necessary and useful in connection with counsel for the Indemnifying Party in defending against any such Third Party claimdefense. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without Without the written consent of the Indemnified Party, settle or compromise any the Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment which might in or enter into any material way prejudice or adversely affect the Indemnified Party or its continued business activities and 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 claim, claim or litigation. No such claim or litigation resulting therefrom which is being defended in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled good faith by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereundersettled or compromised without the written consent of the Indemnifying Party. (iii) If the Indemnifying Party shall not, with respect within 30 days of receipt of notice of any such claim or litigation, give notice to the Indemnified Party of its intention to assume the defense of any Damage Claim arising from such Third claim or litigation resulting therefrom, the Indemnified Party claimmay, but shall have no obligation to, defend against such claim or litigation, acting in good faith and 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 litigation and shall also promptly reimburse the Indemnified Party for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment of all reasonable expenses, legal or compromise of the claim plus any related costs and expenses otherwise, incurred by the Indemnified Party as of in connection with the date defense against or settlement of such offer claim or litigation. In addition, the Indemnifying Party shall promptly pay the amount of settlementany judgment rendered with respect to such claim or in such litigation.

Procedures. 9.3.1 A party (the “Indemnified Party”) Any Person that intends may be entitled to claim indemnification under this Section Agreement (an "Indemnified Party") shall promptly notify give written notice to the other party Person obligated to indemnify it (the “an "Indemnifying Party”") in writing with reasonable promptness upon becoming aware of any claim of a Third Party or other facts upon which may reasonably be expected to result in a claim for Damages (“Damage Claim”) by indemnification will be based; the notice shall set forth such information with respect thereto as is then reasonably available to the Indemnified Party. Notice by the Indemnified Party to the Indemnifying Party shall include a copy of the Third Party claim. An The Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, claim asserted by a third party with counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall nonetheless have the right to select its own counsel cooperate in such defense and participate in the defense of such claim at make available all records, materials and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for witnesses reasonably requested by the Indemnifying Party in defending against any such Third Party claimconnection therewith at the Indemnifying Party's expense. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An In the event that the Indemnifying Party shall not under any circumstances, without have assumed the written consent defense of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance with counsel reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to the Indemnified Party for any Damage Claim arising from such Third Party claim, legal or other expenses (other than for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise reasonable costs of the claim plus any related costs and expenses investigation) subsequently incurred by the Indemnified Party as in connection with the defense thereof. The Indemnifying Party shall not be liable for any claim settled without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall obtain the written consent of the date Indemnified Party prior to ceasing to defend, settling or otherwise disposing of such offer of settlementany claim. In no event shall CID Lines constitute, settle or otherwise resolve any claim relating to the Trademark.

Procedures. 9.3.1 A (a) The party seeking indemnification under Section 6.01 (the “Indemnified Party”) that intends shall give prompt notice in writing to claim indemnification under this Section shall promptly notify the other party Party against whom indemnity is to be sought (the “Indemnifying Party”) in writing of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for the alleged Damages resulting from such Third Party Claim as provided under this Article 6; and provided further that #90879273v29 any Third Party Claim relating to any alleged infringement, misappropriation or other violation of any third-party Intellectual Property Right shall be solely controlled by Pernix, who will act under and at the direction of the Company Board so long as there is no conflict between the Company’s rights and interests and Pernix’s rights and interests; and in the case of any conflict, the Company shall assume control of such defense and Pernix shall be entitled to participate in the defense and employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by Pernix. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 6.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 6.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Subsidiaries, or (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, in which may reasonably case the fees and expenses of such separate counsel shall be expected to result in a claim for Damages (“Damage Claim”) borne by the Indemnified Party. Notice by the Indemnified Party to ; provided that the Indemnifying Party shall include pay the reasonable fees and expenses of such separate counsel if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a copy conflict of interest. (f) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party claimClaim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (g) In the event an Indemnified Party has a claim for indemnity under Section 6.01 against an Indemnifying Party that does not involve a Third Party Claim, the #90879273v29 Indemnified Party agrees to give prompt, written notice of such claim to the Indemnifying Party. An Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided not relieve the Indemnifying Party gives written notice of its obligations hereunder, except to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with extent such failure shall have materially and adversely prejudiced the preceding sentenceIndemnifying Party. If the Indemnifying Party fails to so does not notify the Indemnified Party within thirty (30) days following the receipt of its election a written notice with respect to defend any such Third claim that the Indemnifying Party claim, disputes its indemnity obligation to the Indemnified Party will (upon further notice for any Damages with respect to the Indemnifying Party) have the right to undertake the defensesuch claim, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to assume the defense Indemnified Party any and all Damages arising out of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice claim. If the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of timely disputed its indemnity obligation for any Damages with respect to such claim, the Indemnified Party Parties shall nonetheless have the right proceed in good faith to select its own counsel and participate in the defense negotiate a resolution of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counseldispute and, if retainednot resolved through negotiations, such dispute shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent be resolved by binding arbitration pursuant to the entry of any judgment which might terms set forth in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party‎Section 8.07. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A (a) The terms of this Section 7.4 shall apply to any claim (a "Claim") for indemnification under the terms of Sections 7.2 or 7.3 for Losses arising out of or relating to matters asserted by third parties. The Section 7.2 Indemnified Party or Section 7.3 Indemnified Party (each, an "Indemnified Party"), as the case may be, shall give prompt written notice of such Claim to the indemnifying party (the “Indemnified Party”) that intends to claim indemnification under this Section shall promptly notify the other party (the “"Indemnifying Party”") in writing of under the applicable Section, which party may assume the defense thereof, provided that any claim of a Third Party which may reasonably be expected delay or failure to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party to so notify the Indemnifying Party shall include a copy relieve the Indemnifying Party of its obligations hereunder only to the Third Party claimextent, if at all, that it is materially prejudiced by reason of such delay or failure. An Indemnifying The Indemnified Party shall have the right to direct the defense, compromise or settlement of such claim with approve any counsel selected by it, provided the Indemnifying Party gives written notice and to approve the terms of any proposed settlement, such approval not to be unreasonably delayed or withheld (unless, in the case of approval of a proposed settlement, such settlement provides only, as to the Indemnified Party, the payment of money damages actually paid by the Indemnifying Party and a complete release of its election the Indemnified Party in respect of the claim in question). Notwithstanding any of the foregoing to do the contrary, the provisions of this Article 7 shall not be construed so within twenty as to provide for the indemnification of any Indemnified Party for any liability to the extent (20but only to the extent) days after receipt that such indemnification would be in violation of notice applicable law or that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Article 7 to the fullest extent permitted by law. (b) In the event that the Indemnifying Party undertakes the defense of any Claim, the Indemnifying Party will keep the Indemnified Party advised as to all material developments in accordance connection with such Claim, including, but not limited to, promptly furnishing the preceding sentence. If Indemnified Party with copies of all material documents filed or served in connection therewith. (c) In the event that the Indemnifying Party fails to so notify assume the Indemnified Party defense of its election to defend any such Third Party claimClaim within ten Business Days after receiving written notice thereof, the Indemnified Party will (upon further notice shall have the right, subject to the Indemnifying Party) have 's right to assume the right defense pursuant to the provisions of this Article 7, to undertake the defense, compromise or settlement of such claim on behalf of and Claim for the account and expense of the Indemnifying Party. Unless and until the Indemnified Party assumes the defense of any Claim, subject to the right of the Indemnifying Party shall advance to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such claim, the action or proceeding. Each Indemnified Party shall nonetheless have the right agree in writing prior to select its own counsel and participate any such advancement that, in the defense of event he or it receives any such claim at and for its own expense and account. Where advance, such Indemnified Party shall reimburse the Indemnifying Party has assumed defense of any Damage Claimfor such fees, costs and expenses to the Indemnified Party and its counsel, if retained, extent that it shall consult and cooperate with counsel for the be determined that he or it was not entitled to indemnification under this Article 7. (d) In no event shall an Indemnifying Party be required to pay in defending against connection with any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise one firm of counsel (and local counsel) for each of the claim plus following groups of Indemnified Parties: (i) Purchaser, its Affiliates, directors, shareholders, officers, employees, agents and/or the legal representatives of any related costs of them; and expenses incurred by (ii) Seller, its Affiliates, directors, shareholders, officers, employees, agents and/or the Indemnified Party as legal representatives of the date any of such offer of settlementthem.

Procedures. 9.3.1 A party (the a) If any Person who or which is entitled to seek indemnification under Section 10.2 (an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that intends is subject to claim indemnification under this Section 10.2, the Indemnified Party shall promptly (i) notify the other party against whom indemnification is sought (the “Indemnifying Party”) in writing of any claim of a the Third Party which may reasonably be expected to result in a claim for Damages Claim and (“Damage Claim”ii) by the Indemnified Party. Notice by the Indemnified Party transmit to the Indemnifying Party shall include a copy written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party claimClaim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. An Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to defend the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceagainst such Third Party Claim. If the Indemnifying Party fails to so notify notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of its the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Article X), then the Indemnifying Party shall have the right to defend any such Third Party claimClaim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.3(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent of the Indemnified Party shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party will (upon further notice to agrees, at the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account sole cost and expense of the Indemnifying Party, subject to the right of cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to assume contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.3(b), and the Indemnified Party shall bear its own costs and expenses with respect to such claim at any time prior participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to settlementdefend the Indemnified Party pursuant to Section 10.3(b), compromise or final determination thereof if then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if such assumption would not prejudice the defense of such claim or Indemnified Party is actually entitled to indemnification hereunder) in regard to the rights of Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. 9.3.2 . In the event an Indemnifying Party has assumed the defense of any such claimcircumstances, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against defend any such Third Party claim. Such cooperation shall includeClaim in good faith and have full control of such defense and proceedings; provided, without limitationhowever, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying that the Indemnified Party shall may not under enter into any circumstancescompromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the written Indemnifying Party’s consent of the Indemnified Party(which consent shall not be unreasonably withheld, settle conditioned or compromise delayed). The Indemnifying Party may participate in, but not control, any claim defense or consent to the entry of any judgment which might in any material way prejudice or adversely affect settlement controlled by the Indemnified Party or its continued business activities pursuant to this Section 10.3(c), and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, bear its own costs and expenses with respect to any Damage Claim arising such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from such a Third Party claimClaim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, for more but in any event not later than 30 days after the amount which Indemnified Party becomes aware of such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred Direct Claim. Such notice by the Indemnified Party as will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the date estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five (5) Business Days within which to respond in writing to such offer of settlement.Direct

Procedures. 9.3.1 A party (a) In order for an Indemnified Party to be entitled to any indemnification provided for under Sections 7.3, 10.2 and 10.3, such Indemnified Party shall deliver written notice of a claim for indemnification with reasonable promptness to the “Indemnifying Party, which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party”) 's request for indemnification hereunder; provided that intends any failure to claim indemnification timely give such notice shall not relieve the Indemnifying Party of any of its obligations under this Section shall promptly notify 10.7(a) except to the other party (extent that such failure prejudices or impairs, in any material respect, any of the “rights or obligations of the Indemnifying Party”. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, the Indemnified Party may initiate a judicial proceeding in accordance with the conditions set forth in Sections 11.10, 11.13 and 11.14. (b) in writing of any claim If an Indemnified Party is notified of a Third Party Claim which may reasonably be expected give rise to result in a claim for Damages indemnification against any Indemnifying Party under Section 10.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (“Damage including copies of all papers served with respect to such Third Party Claim”), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to such Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification hereunder; provided that any failure to timely give such notice shall not relieve the Indemnifying Party of any of its obligations under this Section 10.6(b) by except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c) Any Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. Notice by the The Indemnified Party to the Indemnifying Party shall include a copy of the Third Party claim. An Indemnifying Party shall have the right to direct employ separate counsel in any such action and to participate in the defensedefense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the person or entity asserting the Third Party Claim or any cross-complaint against any person or entity, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of such claim with counsel selected by itany claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party gives written notice to shall give the Indemnified Party of its election to do so within twenty (20) days after receipt of reasonable prior written notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, proposed settlement or compromise and will not consent to the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense entry of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate judgment or enter into any settlement with counsel for the Indemnifying Party in defending against respect to any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, Claim without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. (d) If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of subparagraph (c), or its continued business activities if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to subparagraph (c) but fails to diligently prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which does not include as an unconditional term thereof the giving proceedings shall be promptly and vigorously prosecuted by the claimant Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the plaintiff Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (e) Notwithstanding the other provisions of this Section 10.7, if the Indemnifying Party disputes its potential liability to the Indemnified Party a release from all liability under this Section 10.7 and if such dispute is resolved in respect favor of such claimthe Indemnifying Party, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 10.7 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. (f) After it has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable hereunderto the Indemnified Party under this Section 10, with respect the Indemnifying Party shall pay or cause to any Damage be paid to the Indemnified Party the amount of the Loss within ten Business Days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Loss but only to the extent actually paid or suffered by the Indemnified Party. (g) In the event a Third Party Claim arising from is brought in which the liability as between the Purchaser and an Occidental Party or its Affiliates is alleged to be joint or in which the entitlement to indemnification under this Section 10 has not been determined, the Purchaser and the appropriate Occidental entity shall cooperate in the joint defense of such Third Party claimClaim and shall offer to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such matter. Such joint defense shall be under the general management and supervision of the Party which is expected to bear the greater share of the liability, for more than the amount which such Third unless otherwise agreed; provided, however, that no Party at any time unequivocally agrees in writing to accept in payment shall settle or compromise any such joint defense matter without the consent of the claim plus any related other Parties, which consent shall not be unreasonably withheld or delayed. Any uninsured costs and expenses incurred of such joint defense shall be borne as the Parties may agree, provided, however, that in the absence of such agreement, the defense costs shall be borne by the Indemnified Party as incurring such costs; provided, further, that, if it is determined that one Party was entitled to indemnification under this Section 10, the other Parties shall reimburse the Party entitled to indemnification for all of the date of its costs incurred in connection with such offer of settlementdefense.

Procedures. 9.3.1 A (a) In order for a party (the “Indemnified Partyindemnified party”) that intends ), to claim be entitled to any indemnification provided for under this Section shall promptly Agreement in respect of, arising out of or involving a claim made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the other indemnifying party (the “Indemnifying Party”) in writing of any claim the Third Party Claim receipt by such indemnified party of notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly following the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party which may reasonably Claim, the indemnifying party shall not be expected liable to result in a claim the indemnified party for Damages (“Damage Claim”) any legal expenses subsequently incurred by the Indemnified Partyindemnified party in connection with the defense thereof. Notice by If the Indemnified Party to indemnifying party assumes such defense, the Indemnifying Party shall include a copy of the Third Party claim. An Indemnifying Party indemnified party shall have the right to direct participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have failed to give notice of the Third Party Claim as provided above). If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or settlement of discharge, such claim with counsel selected by it, provided Third Party Claim without the Indemnifying Party gives indemnifying party’s prior written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceconsent which consent shall not be unreasonably withheld. If the Indemnifying indemnifying party assumes the defense of a Third Party fails Claim, the indemnified party shall agree to so notify any settlement, compromise or discharge of a Third Party Claim that the Indemnified Party indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of its election to defend any the liability in connection with such Third Party claimClaim, which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim at any time prior for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the indemnifying party shall be entitled to settlement, compromise or final determination thereof if and only if such assumption would not prejudice assume the defense of such claim or the rights of the Indemnified Partyportion relating to money damages. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A Any party (the “Indemnified Party”) that intends entitled to claim indemnification under this Section hereunder shall promptly notify the other party (the “Indemnifying Party”) in writing of any claim of a Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party to the Indemnifying Party shall include a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written give prompt notice to the Indemnified Party indemnifying party of its election any third party claim with respect to which it seeks indemnification (failure to do so within twenty (20) days after receipt of notice in accordance with shall not preclude such party’s right to indemnification if such failure does not materially prejudice the preceding sentence. If indemnifying party, and if such failure does materially prejudice the Indemnifying Party fails to so notify indemnifying party, then the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice indemnified party’s rights shall only be diminished to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense extent of the Indemnifying Partyprejudice), subject to the right of the Indemnifying Party and permit such indemnifying party to assume the defense of such claim at with counsel reasonably satisfactory to the indemnified party; provided that any time prior person entitled to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party indemnification hereunder shall nonetheless have the right to select its own employ separate counsel and to participate in the defense of such claim claim, but the fees and expenses of such counsel shall be at and for its own the expense and account. Where of such indemnified person unless (i) the Indemnifying Party indemnifying party has assumed agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of any Damage Claimsuch claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the Indemnified Party and indemnifying party will not be subject to any liability for any settlement made without its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any consent (but such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party consent shall not under be unreasonably withheld or delayed). No indemnifying party shall consent to any circumstances, settlement of a claim without the written consent of the Indemnified Partyindemnified party, settle which consent shall not be unreasonably withheld or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities delayed, and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff relevant third party to the Indemnified Party each indemnified party a release from of all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A party (the a) If any Person who or which is entitled to seek indemnification under Section 10.2 (an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that intends is subject to claim indemnification under this Section 10.2, the Indemnified Party shall promptly (i) notify the other party against whom indemnification is sought (the “Indemnifying Party”) in writing of any claim of a the Third Party which may reasonably be expected to result in a claim for Damages Claim and (“Damage Claim”ii) by the Indemnified Party. Notice by the Indemnified Party transmit to the Indemnifying Party shall include a copy written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party claimClaim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. An Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to defend the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceagainst such Third Party Claim. If the Indemnifying Party fails to so notify notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of its the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Article X), then the Indemnifying Party shall have the right to defend any such Third Party claimClaim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.3(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent of the Indemnified Party shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party will (upon further notice to agrees, at the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account sole cost and expense of the Indemnifying Party, subject to the right of cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to assume contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.3(b), and the Indemnified Party shall bear its own costs and expenses with respect to such claim at any time prior participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to settlementdefend the Indemnified Party pursuant to Section 10.3(b), compromise or final determination thereof if then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if such assumption would not prejudice the defense of such claim or Indemnified Party is actually entitled to indemnification hereunder) in regard to the rights of Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. 9.3.2 . In the event an Indemnifying Party has assumed the defense of any such claimcircumstances, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against defend any such Third Party claim. Such cooperation shall includeClaim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without limitationthe Indemnifying Party’s consent (which consent shall not be unreasonably withheld, providing documentsconditioned or delayed). The Indemnifying Party may participate in, making employees available for interviewsbut not control, depositions any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.3(c), and testimony and consultation on technical matters. 9.3.3 An the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not under result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any circumstancesevent not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, without will include copies of all available material written evidence thereof and will indicate the written consent estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five (5) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five Business Day period, settle or compromise any claim or consent the Indemnifying Party will be deemed to the entry of any judgment have rejected such claim, in which might in any material way prejudice or adversely affect event the Indemnified Party or its continued business activities and which does not include will be free to pursue such remedies as an unconditional term thereof the giving by the claimant or the plaintiff may be available to the Indemnified Party a release from all liability on the terms and subject to the provisions of this Agreement. (e) Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds and any indemnification reimbursement proceeds realized by and paid to the Indemnified Party in respect of such claim, in form and substance reasonably satisfactory the amount of any Loss shall take into account any net Tax benefits attributable to the Indemnified Partycircumstance or event giving rise to such Loss. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (the a) If any Person who or which is entitled to seek indemnification under Section 9.2 (an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that intends is subject to claim indemnification under this Section 9.2, the Indemnified Party shall promptly (i) notify the other party Party obligated to the Indemnified Party pursuant to Section 9.2 above, (the “Indemnifying Party”) in writing of any claim of a the Third Party which may reasonably be expected to result in a claim for Damages Claim and (“Damage Claim”ii) by the Indemnified Party. Notice by the Indemnified Party transmit to the Indemnifying Party shall include a copy written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party claimClaim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. An Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to direct defend the defenseIndemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this ARTICLE IX), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 9.4(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.4(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually ultimately determined to be entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such claim with counsel selected Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by itthe Indemnified Party pursuant to this Section 9.4(c), provided and the Indemnifying Party gives shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) days within which to object or accept in writing such Direct Claim. Any such objection is called a “Notice of Claim Dispute.” If the Indemnifying Party does not so respond within such twenty (20) day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of its election this Agreement. Copies of each Notice of Claim Dispute shall be sent to do so Contributee and the Escrow Agent. If Contributee and Contributors fail to resolve any objection contained in such Notice of Claim Dispute within twenty (20) days after receipt the date the Notice of notice in accordance with Claim Dispute is delivered to Contributee, then, at the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party request of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying either Party, subject they shall meet in an attempt to the right resolve an objection described in such Notice of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if Claim Dispute and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the reach a written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, agreement with respect to such objection (a Third Party claim that can “Claim Settlement Agreement”). If Contributors and Contributee enter into a Claim Settlement Agreement, the objections contained in such Notice of Claim Dispute shall be settled by deemed to be as resolved therein. If they are unable to resolve the payment objection described in such Notice of money, if a Third Party claim is made which Claim Dispute within twenty (20) days after delivery to the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settlerecipient of such Notice of Claim Dispute, then Contributors and Contributee shall submit the Indemnifying Party shall not be liable hereunder, with respect objections contained in such Notice of Claim Dispute to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees arbitration as described in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlementSection 9.5.

Procedures. 9.3.1 A (a) In the event that any Proceeding for which an Indemnifying Party may have liability to any Indemnified Party hereunder is actually threatened, asserted against or sought to be collected from any Indemnified Party by a third party and such Indemnified Party has actual knowledge thereof (the a “Third-Party Claim”), such Indemnified Party”) that intends to claim indemnification under this Section Party shall promptly (but no later than ten (10) Business Days after such Indemnified Party receives actual notice of such Third-Party Claim) notify the other party (the “Indemnifying Party”) in writing of any claim of a Third Party which may reasonably be expected to result in a claim for Damages writing that (“Damage Claim”i) describes such Third-Party Claim in reasonable detail (including the particular sections of this Agreement pursuant to which indemnification is being sought by the Indemnified Party. Notice by ) and (ii) sets forth the amount or the estimated amount sought thereunder to the extent then reasonably ascertainable (which estimate shall not be conclusive of the final amount recoverable in respect of, or otherwise limit the amount of recovery the Indemnified Party may seek in respect of, such Third-Party Claim) (a “Claim Notice”); provided, however, that a delay in providing a Claim Notice in accordance with this Section 12.4(a) shall not affect the rights of an Indemnified Party hereunder, except (and only to the extent that) any such delay has a direct, material adverse and prejudicial effect on the Indemnifying Party with respect to such Third-Party Claim (in which case, the Indemnifying Party shall be relieved only of any portion of the indemnification liability hereunder that resulted from such delay); provided, further, that for any Third-Party Claims relating to the exposure or alleged exposure of any person to asbestos or asbestos-containing substances or materials, the Indemnified Party shall not be required to submit a formal Claim Notice to the Indemnifying Party shall include and may instead promptly forward a copy of any complaint, demand letter or similar documentation to the Third Indemnifying Party. The Indemnifying Party claimshall have twenty (20) days (or such lesser number of days set forth in the Claim Notice as may be required in the event of a litigated Proceeding) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party whether the Indemnifying Party desires to assume the control, investigation and defense of such Third-Party Claim. An For purposes of the matter set forth on Schedule 12.2(a)(iv) of the Seller Disclosure Schedule (the “Specified Matter”), the parties hereto acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, Seller shall be deemed to have assumed the control, investigation and defense of the Specified Matter; provided that Seller shall (A) keep Purchaser reasonably informed of all substantive developments and events relating to the Specified Matter, (B) reasonably promptly forward copies to Purchaser of any litigation filings or substantive correspondence with other parties with respect to the Specified Matter, (C) provide Purchaser with a reasonable opportunity to review and comment on any proposed substantive litigation filings in connection with the Specified Matter and (D) notify Purchaser in advance of any settlement discussions in connection with the Specified Matter, and confer with Purchaser regarding the strategy and objectives for any such discussions. Notwithstanding anything in this Agreement to the contrary, for so long as Seller has assumed the control, investigation and defense of the Specified Matter, Seller shall be responsible for all legal defense costs (including reasonable attorneys’ fees) relating to the Specified Matter. (b) In the event that, prior to the expiration of the Notice Period, the Indemnifying Party notifies the Indemnified Party in writing that it desires to assume the control, investigation and defense of such Third-Party Claim, subject to Section 12.4(c), (i) the Indemnifying Party shall have the right to direct control the defense, compromise or settlement investigation and defense of such claim Third-Party Claim at the Indemnifying Party’s sole cost and expense, including the appointment, removal or replacement of counsel; provided that, other than with respect to the Specified Matter, the counsel selected by itis reasonably acceptable to the Indemnified Party; provided, provided further, that, other than with respect to the Specified Matter, the Indemnifying Party gives written notice acknowledges in writing that it is obligated to indemnify the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify against any Losses that may be directly or indirectly suffered, paid, incurred or sustained by the Indemnified Party of its election that, directly or indirectly, arise out of, result from or are related to defend any such Third Third-Party claim, the Indemnified Party will (upon further notice Claim to the Indemnifying Partyextent required hereunder; (ii) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or offer to settle or compromise (“Settlement”) or consent to the entry of any judgment Order with respect to any Third-Party Claim (including the Specified Matter) without the Indemnified Party’s prior written consent (which might consent shall not be unreasonably withheld, conditioned or delayed), unless (1) such Settlement or Order does not (I) include any criminal liability or injunctive or non-monetary relief against the Indemnified Party or any of its Affiliates, (II) require any admission of liability (other than with respect to the Specified Matter) or require any admission of a violation of Legal Requirement by the Indemnified Party or any of its Affiliates, or (III) other than with respect to the Specified Matter, require any admission that would have an adverse effect on other claims then pending or threatened in writing against the Indemnified Party or any of its Affiliates that have been made known to the Indemnifying Party, (2) the Indemnifying Party fully indemnifies the Indemnified Party for all Losses arising out of, resulting from or related to the Third-Party Claim that is the subject of such Settlement or Order, and (3) the settlement contains a full and unconditional release of the Indemnified Party; provided that, with respect to a Settlement of the Specified Matter proposed by Seller, clause (ii)(2) shall be deemed to have been satisfied, and Purchaser shall be deemed to have consented to such Settlement, if Seller bears at least fifty percent (50%) of the Losses with respect to such proposed Settlement of the Specified Matter; (iii) the Indemnified Party shall reasonably cooperate with and assist the Indemnifying Party and its Representatives in the investigation, defense and Settlement of such Third-Party Claim, including by, to the extent permitted by applicable Legal Requirements, (x) furnishing documentary evidence to the extent reasonably available to the Indemnified Party or its Affiliates and (y) providing reasonable access to the Indemnified Party’s Representatives, as reasonably necessary to ensure the proper and adequate defense of a Third-Party Claim and (iv) the Indemnified Party shall have the right, but not the obligation, to participate in any material way prejudice such investigation and defense and to employ separate counsel of its choosing (at the Indemnified Party’s sole cost and expense, unless, (A) there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party and the Indemnifying Party, (B) there are one or more defenses available to the Indemnified Party that are not available to the Indemnifying Party or (C) the Indemnified Party assumes the defense of a Third-Party Claim after the Indemnifying Party has failed to defend in good faith a Third-Party Claim it has assumed, as provided in Sections 12.4(a) or 12.4(b), then in each case, the Indemnifying Party shall be liable for the reasonable and documented out-of-pocket fees and expenses of the Indemnified Party for one separate counsel (in addition to any necessary local counsel) to the extent such Third-Party Claim is subject to indemnification or reimbursement under this Article XII); provided that clauses (A), (B) and (C) shall not apply with respect to the Specified Matter. (c) Notwithstanding Section 12.4(b), other than with respect to the Specified Matter, if a Third-Party Claim (i) is a Proceeding or threatened Proceeding by a Governmental Authority, (ii) seeks injunctive or other non-monetary relief, that, if granted, would adversely affect the Indemnified Party or any of its continued business activities and which does not include as an unconditional term thereof the giving Affiliates, (iii) seeks a finding or admission of liability or a violation of any criminal or civil regulatory Legal Requirement by the claimant Indemnified Party or any of its Affiliates, (iv) seeks a finding or admission that would have an adverse effect on other claims actually made or threatened in writing against the plaintiff Indemnified Party or any of its Affiliates or (v) would materially and adversely affect the ongoing business (including any dispute with any officers, managers, key employees, customers, suppliers, vendors and others having commercial relationships with the Indemnified Party or any of its Affiliates) of the Indemnified Party or any of its Affiliates (any such Third-Party Claim, an “Indemnified Party Defense Matter”) then, in each case of the foregoing clauses (i)-(v), the Indemnified Party shall be entitled to assume the control, investigation and defense such Third-Party Claim at the sole expense of the Indemnifying Party and the Indemnifying Party shall have the right, but not the obligation, to participate in any such investigation and defense and to employ separate counsel of its choosing (at the Indemnifying Party’s sole cost and expense). Notwithstanding the foregoing, the Indemnified Party shall not affect a Settlement or consent to the entry of any Order of an Indemnified Party Defense Matter, unless such Settlement or consent complies with Section 12.4(b) mutatis mutandis. (d) The Indemnifying Party shall give the Indemnified Party a release from all liability in respect reasonable period to review and comment upon drafts of such claimany documentation relating to any Settlement that the Indemnifying Party proposed to enter into or Order that the Indemnifying Party proposed to consent to, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall consider any such comments in good faith. (e) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third-Party Claim as provided in Section 12.4(c), or (iii) after assuming the defense of a Third-Party Claim, fails to defend in good faith such Third-Party Claim then, in each case, the Indemnified Party shall have the right, but not the obligation, to control the investigation, defense and resolution of such Third-Party Claim, and shall reasonably consult with the Indemnifying Party regarding the strategy for investigation, defense and resolution of such Third-Party Claim, it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be liable hereunderadversely affected by assuming the defense of such Third-Party Claim. (f) The Indemnified Party and the Indemnifying Party shall cooperate in order to allow for the proper and adequate investigation, defense and resolution of a Third-Party Claim, including by providing reasonable access during normal business hours to each other’s relevant business records and other documents and employees. The Indemnified Party and the Indemnifying Party shall keep each other reasonably informed with respect to any Damage the status of such Third-Party Claim arising from and shall, to the extent permitted by applicable Legal Requirements, deliver to each other copies of all material written notices and documents (including court papers) received by the other that relate to the Third-Party Claim, and the Indemnifying Party, to the extent it is controlling the investigation and defense of such Third Third-Party claimClaim, for more than the amount which such Third Party at any time unequivocally agrees shall in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by good faith allow the Indemnified Party as to propose comments to the materials submitted in such defense (and shall consider such comments in good faith). (g) In the event that any Indemnified Party has a claim against any Indemnifying Party under this Article XII for Losses not involving a Third-Party Claim that such Indemnified Party believes gives rise to a claim for indemnification or reimbursement in accordance with the terms of this Article XII, the Indemnified Party shall promptly notify the Indemnifying Party of such Losses in a writing that meets the requirements set forth in Section 12.4(a); provided, however, that a delay in providing such notification in accordance with the requirements set forth in Section 12.4(a) shall not affect the rights of an Indemnified Party hereunder, except (and only to the extent that) any such delay has a direct, material adverse and prejudicial effect on the Indemnifying Party with respect to such claim (in which case, the Indemnifying Party shall be relieved only of any portion of the date indemnification obligation hereunder that resulted from such delay). (h) Notwithstanding anything in this Section 12.4 to the contrary, neither Purchaser nor Seller shall be required to provide access to or disclose any information (i) that is subject to attorney-client privilege, work product protection or trade secret protection or other similar privilege or protection or (ii) if such access or disclosure would (A) or would reasonably be expected to cause material harm to such party or (B) violate applicable Legal Requirements, contravene fiduciary duty or conflict with any Contract by which Purchaser, the Acquired Companies or any of their respective Affiliates is bound; provided that the party not providing access or disclosing information shall advise the other party that the party not providing access or disclosing information is withholding such offer information and shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of settlementit as possible) to the other party in a manner that does not violate any of the foregoing clause (i) or clause (ii).

Procedures. 9.3.1 A party (the “Indemnified Party”) that intends to claim indemnification under this Section shall promptly notify the other party (the “Indemnifying Party”) in writing Promptly after receipt by a Party of any claim or notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 17 may apply, the Indemnified Party shall provide notice thereof to the Indemnifying Party; provided that a Third delay in providing such notice shall limit the obligations of the Indemnifying Party which may reasonably be expected only to result in a the extent that such delay actually prejudices the ability of the Indemnifying Party to contest the claim for Damages (“Damage Claim”) or defend the proceeding. The Indemnifying Party shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party. Notice by , provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall reasonably conclude that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party shall include a copy of Party, the Third Party claim. An Indemnifying Indemnified Party shall have the right to direct the defenseselect and be represented by separate counsel, compromise or settlement of such claim with counsel selected by it, provided at the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceParty’s expense. If the an Indemnifying Party fails to so notify assume the Indemnified Party defense of its election to defend any such Third Party claima claim meriting indemnification, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defensemay contest, compromise settle, or settlement of pay such claim on behalf of and for at the account and expense of the Indemnifying Party, subject to the right provided, however, that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party to assume the defense of or, absent such claim at any time prior to settlementconsent, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights written opinion of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own ’s counsel and participate in the defense of that such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle is meritorious or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of otherwise warrants settlement.

Procedures. 9.3.1 A party 12.3.1. If any person whom or which is entitled to seek indemnification under Section 12.2.1 or Section 12.2.2 (the an “Indemnified Party”) that intends receives notice of the assertion or commencement of any third party claim against such Indemnified Party with respect to claim which the person against whom or which such indemnification under this Section shall promptly notify the other party is being sought (the an “Indemnifying Party”) in writing of any claim of a Third Party which may reasonably be expected is obligated to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by provide indemnification under this Agreement, the Indemnified Party to the will give such Indemnifying Party shall include a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives reasonably prompt written notice to the Indemnified Party of its election to do so within thereof, but in any event not later than twenty (20) days after receipt of such written notice in accordance with the preceding sentenceof such third party claim. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, Such notice by the Indemnified Party will (upon further notice to describe the third party claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party) Party will have the right to undertake participate in, or, by giving written notice to the defenseIndemnified Party, compromise or settlement to assume, the defense of any third party claim at such claim on behalf of and for the account and expense of the Indemnifying Party, subject ’s own expense and by such Indemnifying Party’s own counsel (reasonably satisfactory to the right Indemnified Party), and the Indemnified Party will cooperate in good faith in such defense. 12.3.2. If, within fifteen (15) days after giving notice of a third party claim to an Indemnifying Party pursuant to Section 12.3.1, an Indemnified Party receives written notice from the Indemnifying Party that the Indemnifying Party has elected to assume the defense of such third party claim at as provided in the last sentence of Section 12.3.1, the Indemnifying Party will not be liable for any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice legal expenses subsequently incurred by the Indemnified Party in connection with the defense of thereof; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such third party claim or the rights of within ten (10) days after receiving written notice from the Indemnified Party. 9.3.2 In Party that the event an Indemnified Party reasonably believes the Indemnifying Party has assumed failed to take such steps or if the defense Indemnifying Party has not undertaken fully to indemnify the Indemnified Party in respect of any such claimall damages relating to the matter, the Indemnified Party shall nonetheless have the right to select may assume its own counsel defense, and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, will be liable for all reasonable costs and expenses paid or incurred in connection therewith. Without the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the prior written consent of the Indemnified Party, settle or compromise the Indemnifying Party will not enter into any claim or consent to the entry settlement of any judgment third party claim which might in would lead to liability or create any material way prejudice financial or adversely affect other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or its continued business activities and which does not include as an unconditional term thereof provides for injunctive or other non monetary relief applicable to the giving by the claimant Indemnified Party. If a firm offer is made to settle a third party claim without leading to liability or the plaintiff creation of a financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such third party claim and, in such event, the maximum liability of the Indemnifying Party as to such third party claim will not exceed the amount of such settlement offer. The Indemnified Party will provide the Indemnifying Party with reasonable access during normal business hours to books, records and employees of the Indemnified Party necessary in connection with the Indemnifying Party’s defense of any third party claim that is the subject of a release claim for indemnification by an Indemnified Party hereunder. 12.3.3. Any claim by an Indemnified Party on account of Damages which does not result from a third party claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all liability available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of fifteen (15) days within which to respond in respect of writing to such Direct Claim. If the Indemnifying Party does not so respond within such fifteen (15) day period, the Indemnifying Party will be deemed to have rejected such claim, in form and substance reasonably satisfactory which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified PartyParty on the terms and subject to the provisions of this Agreement. 9.3.4 Notwithstanding anything 12.3.4. Failure to the contrary contained hereingive timely notice or to include any specified information in any notice as provided in Section 12.3.1, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment 12.3.2 or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement12.

Procedures. 9.3.1 A (a) Each Indemnified Person shall give prompt notice to the party against whom indemnity is sought (the “Indemnified Party”) that intends to claim indemnification under this Section shall promptly notify the other party (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any Action ("Claim") in writing respect of any claim of a Third which indemnity may be sought under Section 11.02 and to provide the Indemnifying Party which such information with respect thereto that the Indemnifying Party may reasonably be expected request. The failure to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party to so notify the Indemnifying Party shall include not relieve the Indemnifying Party of its obligations under Section 11.02, except to the extent such failure shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any Person not a copy party to this Agreement ("Third Party Claim") and, subject to the limitations set forth in this Section 11.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its expense. Within 30 days following the receipt of notice by the Indemnifying Party of any Third Party Claim and such documentation relating to such Third Party Claim in the possession of the Indemnified Person that the Indemnifying Party reasonably requests, the Indemnifying Party shall provide notice to the Indemnified Person of its election to assume control of the defense of such Third Party claim. An Claim in accordance with the provisions of this Section 11.03. (c) If the Indemnifying Party assumes the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11.03, (i) the Indemnified Person (A) will not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent (such consent not to be unreasonably withheld or delayed) and (B) will agree to any settlement of such Third Party Claim if such settlement fully, completely and unconditionally releases the Indemnified Person from all liabilities and obligations with respect to such Third Party Claim and does not impose any injunctive or other equitable relief against the Indemnified Person (and, without the Indemnified Person's consent (which consent shall not be unreasonably withheld or delayed) the Indemnifying Party will not enter into any settlement which does not satisfy such criteria) and (ii) the Indemnified Person shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose at its own expense and shall not be responsible for any attorneys' fees of the Indemnifying Party; provided, however, that the Indemnified Person shall have the right to direct employ, at the defenseIndemnifying Party's expense, one counsel of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to represent the Indemnified Person if, in the Indemnified Person's reasonable judgment, there exists an actual or potential conflict of interest between the Indemnified Person and the Indemnifying Party or if the Indemnifying Party (A) elects not to defend, compromise or settlement of such claim with counsel selected by itsettle a Third-Party Claim, provided the Indemnifying Party gives written notice (B) fails to notify the Indemnified Party Person within the required time period of its election as provided in this Section 11.03 or (C) having timely elected to do so within twenty (20) days after receipt defend a Third-Party Claim, fails, in the reasonable judgment of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claimPerson, the Indemnified Party will (upon further after at least 30 days' notice to the Indemnifying Party) have the right , to undertake the adequately prosecute or pursue such defense, compromise or settlement of and in each such claim case the Indemnified Person may defend such Third-Party Claim on behalf of and for the account and expense risk of the Indemnifying Party; provided, subject to that the right Indemnified Person shall defend the Third Party Claim in good faith and shall not enter into any settlement of such Third Party Claim without the prior consent of the Indemnifying Party (such consent not to assume be unreasonably withheld, conditioned or delayed); and provided, further, that the defense Indemnifying Party may resume within a reasonable period of such claim at any time prior under the circumstances its right to settlementdefend, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such settle a Third Party claim. Such cooperation shall include, without limitation, Claim upon providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term notice thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form Person and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party thereafter shall not be liable hereunderfor the fees and expenses of the Indemnified Person's counsel (except for such fees and expenses as are incurred in the transition of such defense to the Indemnifying Party). (d) Each party shall cooperate, with respect and cause their respective Affiliates to cooperate, in the defense or prosecution of any Damage Claim arising from such Third Party claimClaim and shall furnish or cause to be furnished such records, for more than the amount which information and testimony, and attend such Third Party at any time unequivocally agrees conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlementconnection therewith.

Procedures. 9.3.1 (a) A Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be (for purposes of this Section 9.4, an "Indemnified Party"), shall give the indemnifying party under Section 9.2 or 9.3, as applicable, (for purposes of this Section 9.4, an "Indemnifying Party"), prompt written notice of any matter which it has in good faith determined has given rise to a right of indemnification under this Agreement (the "Indemnity Notice"), within sixty (60) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, if practicable, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the Indemnified Party's failure to provide timely notice as provided herein shall not reduce the indemnification obligations of the Indemnifying Party except to the extent that the Indemnifying Party is materially and irreparably harmed by such failure to provide notice. If an Indemnifying Party notifies an Indemnified Party within the Dispute Period that it disputes its liability with respect to the claim described in the Indemnity Notice, an Indemnifying Party and an Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved in accordance with the provisions of Section 13.4. (b) An Indemnified Party shall also give prompt written notice of any pending claim or demand by a third party (the “Indemnified Party”) that intends to claim indemnification under this Section shall promptly notify the other party (the “Indemnifying Party”) in writing of any claim of a "Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”Claim Notice") by the Indemnified Party. Notice by the Indemnified Party to the Indemnifying Party shall include that the Indemnified Party has in good faith determined will likely give rise to a copy right of indemnification hereunder (a "Third Party Claim"), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand. If an Indemnified Party fails to provide the Third Party claimClaim Notice with reasonable promptness after an Indemnified Party receives notice of such Third Party Claim, an Indemnifying Party shall be obligated to indemnify an Indemnified Party with respect to such Third Party Claim, except to the extent that an Indemnifying Party's ability to defend the relevant claim has been materially and irreparably prejudiced by such failure of an Indemnified Party. An If an Indemnifying Party notifies an Indemnified Party within the Dispute Period that it disputes its liability to an Indemnified Party with respect to the Third Party Claim, an Indemnifying Party and an Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved in accordance with the provisions of Section 13.4. (c) The Indemnified Party shall have the right to direct the defensedirect, compromise or settlement of such claim with through counsel selected by it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty own choosing (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice subject to the Indemnifying Party) have the 's right to undertake reasonably object to such counsel), the defense, compromise defense or settlement of any Third Party Claim that is the subject of indemnification under this Article IX. The Indemnified Party shall use its reasonable best efforts to prosecute such claim on behalf of Third Party Claim to a final conclusion in a timely manner and for to structure any Settlement without taking into account the account and expense Indemnified Party's right to indemnification under this Article IX. Any Settlement by such Indemnified Party shall require the prior written consent of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 (a) A party Party seeking indemnification (the “Indemnified Party”) that intends as a result of, arising out of, or relating to a Loss involving a claim indemnification under this Section or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall promptly notify deliver notice (a “Claim Notice”) in respect thereof to the other party Party against whom indemnity is sought (the “Indemnifying Party”) in writing with reasonable promptness after receipt by such Indemnified Party of notice of the Third Party Claim, and shall 35 provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any claim of its obligations under this Article 9 except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days of receipt of a Claim Notice from the Indemnified Party in respect of such Third Party which may Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably be expected satisfactory to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period set forth above, the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim in accordance with the terms of this Section 9.4(b); provided that such settlement shall not be deemed evidence that the Indemnified Party is entitled to indemnification hereunder nor shall it be determinative of the amount of Loss. If the Indemnifying Party shall include a copy assumes the defense of the such Third Party claim. An Indemnifying Claim, the Indemnified Party shall have the right to direct employ separate counsel and to participate in the defensedefense thereof, compromise or settlement but the fees and expenses of such claim with counsel selected by it, provided shall be at the Indemnifying Party gives written notice to sole expense of the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceParty. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed assumes the defense of any such claim, the Indemnified Third Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counselshall, if retainedat the Indemnifying Party’s expense, shall consult and cooperate with counsel for the Indemnifying Party in defending against such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any such Third Party claim. Such cooperation shall includeClaim, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An the Indemnifying Party shall not under any circumstancesnot, without the prior written consent of the Indemnified Party, settle enter into any settlement or compromise any claim or consent to the entry of any judgment which might in any material way prejudice with respect to such Third Party Claim if such settlement, compromise or adversely affect judgment (i) involves a finding or admission of wrongdoing by the Indemnified Party or its continued business activities and which Party, (ii) does not include as an unconditional term thereof the giving written release by the claimant or the plaintiff to of the Indemnified Party a release from all liability in respect of such claimThird Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (c) An Indemnified Party seeking indemnification as a result of, arising out of or relating to a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in form respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and substance shall provide the Indemnifying Party with reasonably satisfactory detailed information of the facts and circumstances underlying such claim along with a good faith estimate of Loss and supporting documents. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 9 except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article 9. 36 (d) The Indemnifying Party shall not be entitled to require that any Action be made or brought against any other Person before a claim is made against it hereunder by the Indemnified Party. 9.3.4 Notwithstanding anything (e) In respect of any amounts due and payable by a Party, pursuant to this Article 9, such Party shall pay to the contrary contained herein, with respect other Party such amounts by wire transfer of immediately available funds to a Third Party claim that can be settled an account designed by the payment of money, if a Third other Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlementwriting.

Procedures. 9.3.1 A party (a) The Party seeking indemnification under ARTICLE VIII (the “Indemnified Party”) that intends agrees to claim indemnification under this Section shall promptly notify give prompt notice of its Claim to the other party against whom indemnity is sought (the “Indemnifying Party”) ), stating in writing reasonable detail the nature of any the inaccuracy or breach or other claim (including identification of the provisions of this Agreement alleged to have been breached or inaccurate or under which a Third claim is being made), and shall provide the Indemnifying Party which such information with respect thereto that the Indemnifying Party may reasonably be expected request. The failure to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party to so notify the Indemnifying Party shall include a copy not relieve the Indemnifying Party of its obligations hereunder, except to the Third extent such failure shall have adversely prejudiced the Indemnifying Party claim. An or to the extent the survival periods stated herein have lapsed. (b) The Indemnifying Party shall have be entitled to participate in the right defense of any Claim asserted by any third party at its expense, and, subject to direct the limitations set forth in this Section 7.3, shall be entitled to control and appoint lead counsel for such defense, compromise or settlement of such claim with counsel selected by it, in each case at its expense; provided that the Indemnifying Party gives written notice shall not be entitled to control any Third Party Claim (i) that involves injunctive relief or criminal liability; or (ii) that could have a material impact on the Indemnified Companies’ future business or prospects. (c) If the Indemnifying Party shall assume the control of its election to do so within twenty (20) days after receipt the defense of notice any Claim in accordance with the preceding sentence. If provisions of this Section 7.3, (i) the Indemnifying Party fails to so notify shall obtain the prior written consent of the Indemnified Party before entering into any settlement of its election to defend any such Third Party claimClaim, if the settlement does not release the Indemnified Party will (upon further notice from all liabilities and obligations with respect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim Claim or the rights of settlement imposes injunctive or other equitable relief against the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, and (ii) the Indemnified Party shall nonetheless have the right be entitled to select its own counsel and participate in the defense of such claim at Claim and to employ separate counsel of its choice for its own expense such purpose. The fees and account. Where the Indemnifying Party has assumed defense expenses of any Damage Claim, the Indemnified Party and its counsel, if retained, such separate counsel shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of be paid by the Indemnified Party (d) Each party shall cooperate, settle and cause their respective Affiliates to cooperate, in the defense or compromise any claim or consent to the entry prosecution of any judgment which might Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Partyconnection therewith. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A If any party (the “Indemnified Party”"Indemnitee") that intends receives notice of any claim or the commencement of any action or proceeding with respect to claim indemnification under this Section shall promptly notify which the other party (or parties) is obligated to provide indemnification (the “"Indemnifying Party”") in writing of any claim of a Third Party which may reasonably be expected pursuant to result in a claim for Damages (“Damage Claim”) by Sections 9.01 or 9.02, the Indemnified Party. Notice by the Indemnified Party to Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee's receipt of such notice. Such notice shall include a copy describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the Third Losses that have been or may be sustained by the Indemnitee. The Indemnifying Party may, subject to the other provisions of this Section 9.03, compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted Liabilities of the Indemnitee in respect of a third-party claim. An If the Indemnifying Party elects to compromise or defend such asserted Liabilities, it shall within thirty (30) days (or sooner, if the nature of the asserted Liabilities so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted Liabilities. The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to direct conduct and control the defensedefense of any third-party claim made for which it has been provided notice hereunder, compromise other than a third-party claim with respect to breach of a representation or settlement of warranty contained in Section 3.15, which shall - 50 - be conducted and controlled by the Company, provided, that the Company shall act reasonably and in good faith in the conduct and control thereof and shall consult with the Indemnifying Parties with respect thereto. All costs and fees incurred with respect to any such claim with counsel selected will be borne by it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) . The Indemnitee will have the right to undertake participate, but not control, at its own expense, the defense, compromise defense or settlement of any such claim on behalf claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the account cost and expense of the Indemnifying Party, subject to the right of . If the Indemnifying Party chooses to assume the defense of such claim at defend any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party Indemnitee shall nonetheless have the right make available to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claimbooks, the Indemnified Party and records or other documents within its counsel, if retained, shall consult and cooperate with counsel control that are reasonably required for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical mattersdefense. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A party (a) In order for a Purchaser Indemnitee or Company Indemnitee (the “Indemnified Party”) that intends to claim be entitled to any indemnification provided for under this Section Agreement as a result of a Indemnified Liability or a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall promptly notify deliver notice thereof to the other party against whom indemnity is sought (the “Indemnifying Party”) in writing promptly after receipt by such Indemnified Party of any claim written notice of a the Third Party which may Claim in accordance with Section 10.6. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 10 except to the extent that the Indemnifying Party is prejudiced by such failure. For the avoidance of doubt, the indemnification provisions and procedures contained in this Article 10 shall apply only to breaches of representations, warranties and covenants under this Agreement and shall not apply to any other agreement or instrument entered into between Purchaser and the Company. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably be expected satisfactory to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party to If the Indemnifying Party shall include a copy assumes the defense of the such Third Party claim. An Indemnifying Claim, the Indemnified Party shall have the right to direct employ separate counsel and to participate in the defensedefense thereof, compromise or settlement but the fees and expenses of such claim with counsel selected by it, provided shall be at the Indemnifying Party gives written notice to expense of the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceParty. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed assumes the defense of any such claimThird Party Claim, the Indemnified Party shall nonetheless have cooperate with the right Indemnifying Party in such defense and make available to select its own counsel the Indemnifying Party all witnesses, pertinent records, materials and participate information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of such claim at and for its own expense and account. Where the Indemnifying any Third Party has assumed defense of any Damage Claim, the Indemnified Party and its counselshall agree to any settlement, if retained, shall consult and cooperate with counsel for compromise or discharge of such Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in defending against any connection with such Third Party claimClaim, and which releases the Indemnified Party completely in connection with such Third Party Claim. Such cooperation shall includeWhether or not the Indemnifying Party assumes the defense of a Third Party Claim, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying the Indemnified Party shall not under admit any circumstancesliability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent of (which consent shall not be unreasonably withheld). (c) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect shall deliver notice of such claimclaim in accordance with Section 10.6. The failure to provide such notice, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained hereinhowever, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects shall not to settle, then release the Indemnifying Party shall not be liable hereunder, with respect from any of its obligations under this Article 10 except to any Damage Claim arising from the extent that the Indemnifying Party is prejudiced by such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlementfailure.

Procedures. 9.3.1 A (a) In order for a party (the “Indemnified Party”) that intends to claim be entitled to any indemnification provided for under this Section Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person or Governmental Authority against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall promptly notify deliver notice thereof to the other party against whom indemnity is sought (the “Indemnifying Party”) in writing with reasonable promptness after receipt by such Indemnified Party of any claim written notice of a the Third Party which Claim and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably be expected request. The failure to result in a claim for Damages provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is prejudiced by such failure. (“Damage Claim”b) by The Indemnifying Party shall have the Indemnified Party. Notice by right, upon written notice to the Indemnified Party within 15 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall include a copy not be entitled to assume the defense of the any Third Party claim. An Indemnifying Claim for, or Action including equitable or injunctive relief or any claim that would impose criminal liability or damages, and the Indemnified Party shall have the right to direct defend, at the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject any such Third Party Claim or Action. Notwithstanding the foregoing, Buyer shall assume the defense of the Tendered Claims, but in each case only to the right extent such tender does not adversely affect available insurance coverage under applicable policies. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such claim at any Third Party Claim within the time prior to settlement, compromise or final determination thereof if period and only if such assumption would not prejudice otherwise in accordance with the defense first sentence of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claimthis Section 8.4(b), the Indemnified Party shall nonetheless have the sole right to select its own counsel and participate in assume the defense of such claim at and for its own expense and accountThird Party Claim. Where If the Indemnifying Party has assumed assumes the defense of any Damage such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and its counselto participate in (but not control) the defense thereof, if retainedbut the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, shall consult and the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with counsel for the Indemnifying Party in defending against such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any such Third Party claim. Such cooperation shall includeClaim, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An the Indemnifying Party shall not under any circumstancesnot, without the prior written consent of the Indemnified Party, settle enter into any settlement or compromise any claim or consent to the entry of any judgment which might in any material way prejudice with respect to such Third Party Claim if such settlement, compromise or adversely affect the Indemnified Party judgment (i) involves a finding or its continued business activities and which admission of wrongdoing, (ii) does not include as an unconditional term thereof the giving written release by the claimant or the plaintiff to of the Indemnified Party a release from all liability in respect of such claimThird Party Claim, (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. If the Indemnified Party assumes the defense of any Third Party Claim, the Indemnified Party shall not, without the prior written consent of the Indemnifying Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim without the consent of the Indemnifying Party. (c) The indemnification required hereunder in form and substance reasonably satisfactory respect of a Third Party Claim owing by an Indemnifying Party shall be made by payment of the amount of actual Losses in connection therewith within five Business Days after receipt by the Indemnifying Party of notice of such Losses. (d) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. 9.3.4 Notwithstanding anything to (e) In the contrary contained herein, with respect to event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party claim that can Claim being asserted against or sought to be settled by collected from such Indemnified Party, the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not to settle, then release the Indemnifying Party shall not be liable hereunder, with respect from any of its obligations under this Article VIII except to any Damage Claim arising from the extent that the Indemnifying Party is prejudiced by such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlementfailure.

Procedures. 9.3.1 A party (a) The Party seeking indemnification under Section 11.2 (the “"Indemnified Party”") that intends agrees to claim indemnification under this Section shall promptly notify give prompt written notice to the other party against whom indemnity is sought (the “"Indemnifying Party”") in writing of the assertion of any claim claim, or the commencement of a Third any action or proceeding ("Claim"), in respect of which indemnity may be sought for Damages hereunder and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request, including in any case, copies of any summons, complaint or other pleading which may reasonably be expected have been served and any written claim, demand, invoice, billing or other document evidencing or asserting the Claim, and a good faith estimate of the amount of the Claim for indemnity. The failure to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party to so notify the Indemnifying Party shall include a copy not relieve the Indemnifying Party of its obligations hereunder, except to the Third Party claim. An extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have be entitled to participate in the right to direct the defensedefense of any Claim asserted by any third party ("Third Party Claim") and, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice subject to the Indemnified Party of limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense in each case at its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceexpense. If the Indemnifying Party fails to so notify assumes the Indemnified Party control of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have be entitled to employ counsel, at its expense, separate from the right counsel employed by the Indemnifying Party. In any event, the parties shall cooperate in the defense or prosecution of any Third Party Claim. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to select its own counsel such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claimClaim and to employ separate counsel of its choice for such purpose. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions The fees and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect expenses of such claim, in form and substance reasonably satisfactory to separate counsel shall be paid by the Indemnified Party. 9.3.4 Notwithstanding anything (d) The Stockholders and Buyer shall cooperate, and cause their respective Affiliates to cooperate, in the contrary contained herein, with respect to a defense or prosecution of any Third Party claim that can Claim and shall furnish or cause to be settled by the payment of moneyfurnished such records, if a information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The Seller's Representative and Buyer shall make available to each other, their counsel and accountants all information and documents reasonably available to them which relate to any Third Party claim is made which Claim subject to indemnity hereunder and to render to each other such assistance as may reasonably be required in order to ensure the proper and adequate defense of any such Third Party is unequivocally willing to settle but Claim. (f) The Seller's Representative and his Deputies (collectively the "Representatives") shall be free from any liability when acting in good faith in accordance with any written advice or opinion received from legal counsel, an Indemnified Party elects not to settle, then independent certified public accountant or other expert rendering advice or an opinion within the Indemnifying Party area of his or her expertise. The Representatives shall not be liable hereunderfor any mistakes of fact or errors of judgment, with respect to or for any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at acts or omissions of any time unequivocally agrees in writing to accept in payment kind unless caused by willful misconduct or compromise gross negligence of the claim plus Representatives with regard to their duties under this Agreement. The Stockholders and Buyer hereby covenant not to sue xxx Representatives as a result of any related costs and expenses incurred by all loss, damage, liability or expense that the Indemnified Party Representatives may sustain or incur as a result of any action taken in good faith hereunder and not due to the date Representatives' gross negligence or willful misconduct. The covenant not to sue xx this Section 11.3(f) shall survive the termination of such offer of settlementthis Agreement.

Procedures. 9.3.1 A party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (the a) If any Person who or which is entitled to seek indemnification under Section 9.2 (an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that intends is subject to claim indemnification under this Section 9.2, the Indemnified Party shall promptly (i) notify the other party Party obligated to the Indemnified Party pursuant to Section 9.2 above, (the “Indemnifying Party”) in writing of any claim of a the Third Party which may reasonably be expected to result in a claim for Damages Claim and (“Damage Claim”ii) by the Indemnified Party. Notice by the Indemnified Party transmit to the Indemnifying Party shall include a copy written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party claimClaim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. An Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to direct defend the defenseIndemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this ARTICLE IX), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 9.4(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.4(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually ultimately determined to be entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such claim with counsel selected Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by itthe Indemnified Party pursuant to this Section 9.4(c), provided and the Indemnifying Party gives shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) days within which to object or accept in writing such Direct Claim. Any such objection is called a “Notice of Claim Dispute.” If the Indemnifying Party does not so respond within such twenty (20) day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of its election this Agreement. Copies of each Notice of Claim Dispute shall be sent to do so Contributee and the Escrow Agent. If Contributee and Contributor fail to resolve any objection contained in such Notice of Claim Dispute within twenty (20) days after receipt the date the Notice of notice in accordance with Claim Dispute is delivered to Contributee, then, at the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party request of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying either Party, subject they shall meet in an attempt to the right resolve an objection described in such Notice of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if Claim Dispute and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the reach a written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, agreement with respect to such objection (a Third Party claim that can “Claim Settlement Agreement”). If Contributor and Contributee enter into a Claim Settlement Agreement, the objections contained in such Notice of Claim Dispute shall be settled by deemed to be as resolved therein. If they are unable to resolve the payment objection described in such Notice of money, if a Third Party claim is made which Claim Dispute within twenty (20) days after delivery to the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settlerecipient of such Notice of Claim Dispute, then Contributor and Contributee shall submit the Indemnifying Party shall not be liable hereunder, with respect objections contained in such Notice of Claim Dispute to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees arbitration as described in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlementSection 9.5.

Procedures. 9.3.1 A party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (the a) If any Person who or that is entitled to seek indemnification under Section 8.2 (an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against such Indemnified Party by a third party (a “Third Party Claim”) in respect of any matter that intends is subject to claim indemnification under this Section 8.2, the Indemnified Party shall promptly promptly: (i) notify the other party Party from whom indemnification is sought (the “Indemnifying Party”) in writing of any claim of a the Third Party which may reasonably be expected to result in a claim for Damages Claim; and (“Damage Claim”ii) by the Indemnified Party. Notice by the Indemnified Party transmit to the Indemnifying Party shall include a copy written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party claimClaim, a copy of all papers served with respect to such Third Party Claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim, and the basis of the Indemnified Party’s request for indemnification under this Agreement. An Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to defend the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceagainst such Third Party Claim. If the Indemnifying Party fails to so notify notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of its the Third Party Claim (which such election shall be without prejudice to the right of the Indemnified Party to dispute whether such claim is an indemnifiable Loss under this Article 8), then the Indemnifying Party shall have the right to defend any such Third Party Claim with counsel selected by such Indemnifying Party, and by all appropriate proceedings, to a final conclusion or settlement at the sole and absolute discretion of the Indemnifying Party. The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that such consent shall not be required if the settlement agreement: (i) contains a complete and unconditional general release by the Person asserting the Third Party Claim to all Indemnified Parties affected by the claim; (ii) does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates; and (iii) does not have a material adverse Tax consequence with respect to the Company, the Assets or the Membership Interests after the Closing Date. If requested by the Indemnifying Party, the Indemnified Party will (upon further notice to agrees, at the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account sole cost and expense of the Indemnifying Party, subject to the right of cooperate with the Indemnifying Party to assume and its counsel in contesting any Third Party Claim that the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed elects to contest, including the defense making of any such claimrelated counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person (other than the Indemnifying Party or any of its Affiliates or otherwise related parties). The Indemnified Party may participate in (but in no case control) any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 8.3(b); provided that, the Indemnified Party shall nonetheless bear its own costs and expenses with respect to any such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 8.3(b), then the Indemnified Party shall have the right to select its own counsel defend, and participate in the defense of such claim at and be reimbursed for its own reasonable cost and expense and account. Where (but only if the Indemnified Party is actually entitled to indemnification under this Article 8) in regard to the Third Party Claim, with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party has assumed defense of any Damage ClaimParty), and by all appropriate proceedings (which proceedings shall be prosecuted diligently by the Indemnified Party). In such circumstances, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against defend any such Third Party claimClaim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought under this Article 8 without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). Such cooperation shall includeThe Indemnifying Party may participate in, without limitationbut not control, providing documentsany defense or settlement controlled by the Indemnified Party pursuant to this Section 8.3(c), making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An the Indemnifying Party shall bear its own costs and expenses with respect to any such participation. (d) Any claim by an Indemnified Party on account of Losses that does not under result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any circumstancesevent not later than thirty (30) days after the Indemnified Party becomes aware, without or should have become aware through the exercise of reasonable and diligent inquiry, of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all available material written consent evidence thereof, and indicate the estimated amount, if reasonably practicable, of damages that have been sustained by the Indemnified Party. The Indemnifying Party will have a period of five (5) Business Days to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five (5) Business Day period, settle or compromise any claim or consent the Indemnifying Party will be deemed to the entry of any judgment have rejected such Direct Claim, in which might in any material way prejudice or adversely affect event the Indemnified Party or its continued business activities and which does not include will be free to pursue such remedies as an unconditional term thereof the giving by the claimant or the plaintiff may be available to the Indemnified Party a release from all liability under the terms and subject to the provisions of this Agreement. (e) Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds realized by and paid to the Indemnified Party in respect of such claim, in form and substance reasonably satisfactory the amount of any Loss shall take into account any Tax or other benefits attributable to the Indemnified Partycircumstance or event giving rise to such Loss, assuming for such purpose that any Tax loss, deduction or similar item is utilized at a thirty six percent (36%) effective Tax rate and that any Tax credit offsets Tax liability on a Dollar-for-Dollar basis. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A Promptly after receipt by a party hereto of notice of any claim which could give rise to a right to indemnification pursuant to Section 10.2 or Section 10.3, such party (the “"Indemnified Party”") that intends to claim indemnification under this Section shall promptly notify give the other party (the “"Indemnifying Party”") written notice describing the claim in writing reasonable detail. The failure of any claim of a Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the an Indemnified Party to give notice in the manner provided herein shall not relieve the Indemnifying Party shall include a copy of its obligations under this Article, except to the Third Party extent that such failure to give notice materially prejudices the Indemnifying Party's ability to defend such claim. An The Indemnifying Party shall have the right right, at its option, to direct the defense, compromise or settlement defend, at its own expense and by its own counsel, any such matter involving the asserted liability of the party seeking such claim with counsel selected by it, provided indemnification. If the Indemnifying Party gives written notice shall undertake to the Indemnified Party of its election to do so within twenty compromise or defend any such asserted liability, it shall promptly (20and in any event not less than ten (10) days after receipt of notice the Indemnified Party's original notice) notify the Indemnified Party in accordance writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the preceding sentenceIndemnifying Party 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 (i) elects not to compromise or defend the asserted liability, (ii) fails to so notify the Indemnified Party of its election to compromise or defend as herein provided, (iii) fails to admit its obligation to indemnify under this Agreement with respect to the claim, or, (iv) if in the 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 in any such Third Party claimmanner, the Indemnified Party will (upon further notice to the Indemnifying Party) shall have the right right, at its option, to undertake the defensepay, compromise or settlement defend such asserted liability by its own counsel and its reasonable costs, expenses, and any payment made therewith shall be included as part of such the indemnification obligation of the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may not settle or compromise any claim on behalf of and for the account and expense without consent of the Indemnifying Party, subject to . The Indemnified Party shall have at all times the right of to participate 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 assume 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 10.4, (a) the party conducting the defense of a claim shall (i) keep the other party informed on a reasonable and timely basis as to the status of the defense of such claim at any time prior (but only to settlementthe extent such other party is not participating jointly in the defense of such claim), compromise or final determination thereof if and only if such assumption would not prejudice (ii) conduct the defense of such claim or in a prudent manner, and (b) the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under cease to defend, settle or otherwise dispose of any circumstances, claim without the prior written consent of the Indemnified Party, settle or compromise any claim or Party (which consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlementunreasonably withheld).

Procedures. 9.3.1 (a) A party seeking indemnification pursuant to Sections 7.2 or 7.3 (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the “Indemnified Party”) that intends to claim indemnification under this Section shall promptly notify the other party (the “"Indemnifying Party”") in writing of the assertion of any claim or assessment, or the commencement of any action, suit, audit or proceeding, by a third 29 35 party in respect of which indemnity may be sought hereunder (a "Third Party Claim") and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party shall have the right, exercisable by written notice (the "Notice") to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party which may reasonably Claim, the Indemnifying Party shall be expected deemed to result in have irrevocably accepted the matter as a claim for Damages (“Damage subject to indemnification pursuant to this Article 7, and provided that the Indemnifying Party thereafter diligently and continuously pursues the defense of the Third Party Claim”) by , the Indemnifying Party shall not be liable to the Indemnified Party. Notice Party for legal expenses subsequently incurred by the Indemnified Party to in connection with the defense thereof. If the Indemnifying Party shall include a copy fail to assume the defense of the Third Party claim. An Indemnifying Claim within such thirty (30) day period, or subsequently fails to diligently and continuously pursue the defense of the Third Party Claim, the Indemnified Party shall have the right to direct undertake the defensedefense of such Third Party Claim on behalf of the Indemnifying Party. In the event the Indemnifying Party elects to assume the defense of any such Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or settlement of discharge such claim with counsel selected by it, provided Third Party Claim without the Indemnifying Party's prior written consent. (b) The Indemnifying Party gives or the Indemnified Party, as the case may be, shall in any event have the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. (c) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim in accordance with the terms hereof, shall have the right, upon five (5) days' prior written notice to the Indemnified Party, to consent to the entry of judgment with respect to, or otherwise settle such Third Party Claim, provided that such consent, judgment or settlement includes a release of its election the Indemnified Party and the settlement or judgment involves an amount to do so within twenty (20) days after receipt be paid on behalf of notice or by the Indemnified Party that is less than the Cap Amount. Notwithstanding the foregoing, in accordance with the preceding sentence. If no event shall the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject consent to the right entry of judgment or otherwise settle such Third Party Claim if: (i) the Indemnifying Third Party to assume Claim involves equitable or other non-monetary damages, or (ii) in the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights reasonable judgment of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any , such claim, settlement would have a continuing material adverse effect on the Indemnified Party shall nonetheless have the right to select Party's business (including any material impairment of its own counsel relationships with customers and participate suppliers), in the defense of which case such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate settlement only may be made with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle which consent shall not be unreasonably withheld. (d) Whether or compromise not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or consent prosecution thereof and shall furnish records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the entry Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities provided hereunder, and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by reimburse the Indemnified Party as of the date of such offer of settlementfor all its reasonable out-of-pocket expenses in connection therewith.

Procedures. 9.3.1 A party (a) In order for the “Indemnified Party”) that intends Party to claim be entitled to any indemnification provided for under this Section shall promptly Agreement in respect of, arising out of or involving a claim made by any person against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the other party (the “Indemnifying Party”) Party in writing of any claim the Third Party Claim (a "Claim Notice") promptly following receipt by such Indemnified Party of written notice of the Third Party Claim, which notification, to be a valid Claim Notice, must be accompanied by a copy of the written notice of the Third Party Claimant asserting the Third Party Claim; provided, however, that failure to give such notification promptly (so long as a valid Claim Notice is given before the expiration of the applicable period) shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party copies of all other notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (b) If a Third Party which may Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably be expected objected to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred by the Indemnified Party in connection with the defense thereof, except as provided below. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party (provided that the incurrence of such fees and expenses of counsel was reasonably 29 necessary to respond timely to legal process) for any period after the Claim Notice is given during which the Indemnifying Party has not assumed the defense thereof if and to the extent that the Indemnifying Party is responsible to indemnify for such Third Party Claim. If the Indemnifying Party does not assume the defense of a Third Party Claim within 30 days after the giving by the Indemnified Party to the Indemnifying Party shall include of a copy of valid Claim Notice with respect to the Third Party claim. An Claim, the Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice be liable to the Indemnified Party for all fees and expenses of its election counsel employed by the Indemnified Party if and to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceextent that the Indemnifying Party is responsible to indemnify for such Third Party Claim; provided, however, such counsel is not reasonably objected to by the Indemnifying Party. If the Indemnifying Party fails chooses to so notify 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 Party's request) the provision to the Indemnifying Party of its election records and information which are relevant to defend any such Third Party claimClaim, the Indemnified Party will (upon further notice and making employees available on a mutually convenient basis to the Indemnifying Party) have the right provide additional information and explanation of any material provided hereunder and to undertake the defense, compromise act as a witness or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject respond to the right of legal process. Whether or not the Indemnifying Party to assume assumes the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying a Third Party has assumed the defense of any such claimClaim, the Indemnified Party shall nonetheless have not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the right to select its own counsel and participate in Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party assumes the defense of such claim at and for its own expense and account. Where the Indemnifying a Third Party has assumed defense of any Damage Claim, the Indemnified Party and its counselshall agree to any settlement, if retained, shall consult and cooperate with counsel for compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in defending against any connection with such Third Party claim. Such cooperation shall includeClaim, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect releases the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability completely in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, connection with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlementClaim.

Procedures. 9.3.1 A party (a) Each Person seeking indemnification under this Article 11 (the “Indemnified Party”) that intends shall give prompt notice to claim the Person from whom indemnification under this Section shall promptly notify the other party is sought (the “Indemnifying Party”) in writing of the assertion of any claim or the commencement of a any Action by any third party (“Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”); provided that the failure of the Indemnified Party to give notice as provided in this Section 11.03(a) by shall not relieve any Indemnifying Party of its obligations under Section 11.02, except to the extent that such failure adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Notice Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party shall include a copy of the with such other information with respect to any such Third Party claimClaim reasonably requested by the Indemnifying Party. An The Indemnifying Party shall have the right right, at its sole option and expense, to direct the defense, compromise or settlement of such claim with be represented by counsel selected by it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Partychoice and, subject to the right of the Indemnifying Party limitations set forth in this Section 11.03, to assume the defense of control of, and defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such claim at any time prior to settlementThird Party Claim, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, but the Indemnified Party shall may nonetheless have the right to select its own counsel and participate in the defense of such claim at and for Third Party Claim with its own expense counsel and accountat its own expense. Where If the Indemnifying Party has assumed elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim or resolve any Environmental Matter pursuant to this Article 11, then the Indemnified Party may defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim or Environmental Matter at the Indemnifying Party’s expense. If the Indemnifying Party shall, assume the defense of any Damage ClaimThird Party Claim or the resolution of any Environmental Matter pursuant to this Article 11, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim or Environmental Matter, as applicable; provided that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any that would make such Third Party claim. Such cooperation shall includeseparate representation advisable; provided, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An further that the Indemnifying Party shall not under be required to pay for more than one such counsel (in addition to local counsel) for all Indemnified Parties in connection with any circumstancesThird Party Claim or Environmental Matter. (b) Notwithstanding anything in this Section 11.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the Indemnified Partyother party, settle or compromise any claim Third Party Claim or permit a default or consent to the entry of any judgment which might in any material way prejudice or adversely affect judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit any order, injunction or its continued business activities other equitable relief to be entered, directly or indirectly, against the Indemnified Party and which (iii) such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim and does not include any statement as an unconditional term thereof to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Person. If the giving by Indemnifying Party makes any payment on any Third Party Claim or in respect of any Environmental Matter, then the claimant or Indemnifying Party shall be subrogated, to the plaintiff extent of such payment, to all rights and remedies of the Indemnified Party a release from all liability in respect to any insurance benefits or other claims of such claim, in form and substance reasonably satisfactory to the Indemnified PartyParty with respect to such Third Party Claim or Environmental Matter, as applicable. 9.3.4 Notwithstanding anything to (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article 11), or the contrary contained herein, Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third Party claim that can be settled by Claim hereunder, the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not shall forward to settle, then the Indemnifying Party shall not be liable hereunder, notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Damage Claim arising from such Third Party claimClaim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Notwithstanding the foregoing, this Section 11.03 or the following Section 11.04 shall not apply to indemnification for more than the amount which a Tax Claim. The procedures for such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred indemnification shall be governed by the Indemnified Party as of the date of such offer of settlementSection 8.09.

Procedures. 9.3.1 A party (the “Indemnified Party”a) that intends To be eligible to claim seek indemnification under this Section shall promptly notify the other party (the “Indemnifying Party”) Article 17 in writing of any respect to a liability, loss, fine, penalty, damage, expense, action, or claim of brought against such Indemnitee by a Third Party which may reasonably be expected (such claim hereinafter referred to result in as a claim for Damages (“Damage Third Party Claim”), a Roche Indemnitee or Maxygen Indemnitee (each, an “Indemnitee”) by the Indemnified Party. Notice by the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party shall include from whom indemnification is sought (such Party hereinafter referred to as the “Indemnitor”) within a copy reasonable period of time after the assertion of such Third Party claim. An Indemnifying Claim by such Third Party; provided, however, that the failure to provide written notice of such Third Party Claim within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder, except to the extent that the Indemnitor is prejudiced by such failure. (b) The Indemnitor shall have the right to direct assume the complete control of the defense, compromise or settlement of any Third Party Claim (provided that no settlement of any Third Party Claim shall include any admission of wrongdoing on the part of an Indemnitee or the invalidity, unenforceability or absence of infringement of any patent owned in whole or part by the Indemnitee, and shall not grant any right inconsistent with the terms of this Agreement, without the prior written consent of such claim with Indemnitee, which consent shall not be unreasonably withheld), including, at its own expense, employment of legal counsel reasonably acceptable to the Indemnitee. At any time thereafter the Indemnitor shall be entitled to exercise, on behalf of the Indemnitee, any rights that may mitigate the extent or amount of such Third Party Claim; provided, however, that if the Indemnitor shall have exercised its right to assume control of such Third Party Claim, the Indemnitee (i) may, in its sole discretion and at its own expense (which expense shall not be subject to indemnification hereunder), employ legal counsel to represent it (in addition to the legal counsel employed by the Indemnitor) in any such matter, and in such event legal counsel selected by it, provided the Indemnifying Party gives written notice Indemnitee shall be required to confer and cooperate with such counsel of the Indemnified Party of its election to do so within twenty (20) days after receipt of notice Indemnitor in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account purpose of informing and expense sharing information with the Indemnitor; (ii) shall, at its own expense, make available to Indemnitor those employees, officers and directors or Indemnitee whose assistance, testimony or presence is necessary or appropriate to assist the Indemnitor in evaluating and in defending any such Third Party Claim (provided, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the Indemnifying Party, subject to businesses of Indemnitee); and (iii) shall otherwise fully cooperate with the right of Indemnitor and its legal counsel in the Indemnifying Party to assume the investigation and defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified PartyThird Party Claim. 9.3.2 In the event an Indemnifying Party has assumed the defense of (c) The Parties shall cooperate with each other in connection with any such claim, the Indemnified Party suit or proceeding and shall nonetheless have the right to select its own counsel and participate keep each other reasonably informed of all material developments in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of connection with any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Partysuit or proceeding. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (the a) If any Person who or which is entitled to seek indemnification under Section 9.2 (an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that intends is subject to claim indemnification under this Section 9.2, the Indemnified Party shall promptly (i) notify the other party Party obligated to the Indemnified Party pursuant to Section 9.2 above, (the “Indemnifying Party”) in writing of any claim of a the Third Party which may reasonably be expected to result in a claim for Damages Claim and (“Damage Claim”ii) by the Indemnified Party. Notice by the Indemnified Party transmit to the Indemnifying Party shall include a copy written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party claimClaim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. An Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to defend the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceagainst such Third Party Claim. If the Indemnifying Party fails to so notify notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of its the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Article IX), then the Indemnifying Party shall have the right to defend any such Third Party claimClaim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 9.4(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party will (upon further notice to agrees, at the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account sole cost and expense of the Indemnifying Party, subject to the right of cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to assume contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and the Indemnified Party shall bear its own costs and expenses with respect to such claim at any time prior participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to settlementdefend the Indemnified Party pursuant to Section 9.4(b), compromise or final determination thereof if then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if such assumption would not prejudice the defense of such claim or Indemnified Party is actually ultimately determined to be entitled to indemnification hereunder) in regard to the rights of Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. 9.3.2 . In the event an Indemnifying Party has assumed the defense of any such claimcircumstances, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against defend any such Third Party claim. Such cooperation shall includeClaim in good faith and have full control of such defense and proceedings; provided, without limitationhowever, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying that the Indemnified Party shall may not under enter into any circumstancescompromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the written Indemnifying Party’s consent of the Indemnified Party(which consent shall not be unreasonably withheld, settle conditioned or compromise delayed). The Indemnifying Party may participate in, but not control, any claim defense or consent to the entry of any judgment which might in any material way prejudice or adversely affect settlement controlled by the Indemnified Party or its continued business activities pursuant to this Section 9.4(c), and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, bear its own costs and expenses with respect to any Damage Claim arising such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from such a Third Party claimClaim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, for more but in any event not later than thirty (30) days after the amount which Indemnified Party becomes aware of such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred Direct Claim. Such notice by the Indemnified Party as will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the date estimated amount, if reasonably practicable, of damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) days within which to object or accept in writing such offer of settlement.Direct Claim. Any such objection is called a “

Procedures. 9.3.1 A In the event of a claim with respect to which a Party is entitled to indemnification hereunder, such party (the “"Indemnified Party”") that intends to claim indemnification under this Section shall promptly notify the other party (the “"Indemnifying Party”") in writing as soon as practicable, but in no event later than fifteen (15) Days after receipt of any 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 a Third Party which may its own choosing and reasonably be expected satisfactory to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice ) 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 Indemnifying Party shall include a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or limitations on settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice described in accordance with the preceding sentenceParagraphs 22.6.1 and 22.6.2 below. If the Indemnifying Party Party, within a reasonable time after notice of a claim, fails to so notify defend the Indemnified Party of its election to defend any such Third Party claimParty, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right shall be entitled to undertake the defense, compromise or settlement of such claim on behalf of and at the expense of, for the account and expense at the risk of the Indemnifying Party, subject to . Upon the right of assumption by the Indemnifying Party to assume of the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, may settle or compromise any such claim or consent to the entry of any judgment which might as it sees fit; provided, however, that anything in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything this Paragraph to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.notwithstanding:

Procedures. 9.3.1 A party (a) The Person seeking indemnification under Section 11.2 (the “Indemnified Party”) that intends agrees to claim indemnification under this Section shall promptly notify give prompt notice to the other party against whom indemnity is sought (the “Indemnifying Party”) in writing of the assertion of any claim of for indemnification under this Article XI (a Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) by describing in reasonable detail the Indemnified Partyfacts giving rise to the Claim and including (if known) the amount of, or method of computation of the amount of the Claim and a reference to the provision of this Agreement or any other agreement or instrument executed hereunder in connection with which the Claim is based. Notice by the Indemnified Party The failure to so notify the Indemnifying Party shall include a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided not relieve the Indemnifying Party gives of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party and then only with respect to such prejudice. The Indemnifying Party may make a written notice objection to any Claim, which objection shall be delivered to the Indemnified Party within thirty (30) days after notice of its election the Claim is delivered to do so 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 set forth in the 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 give written notice to the Indemnified 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 agreement that, if such Third Party Claim shall be adversely determined, the Indemnifying Party 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 own choice (and the Indemnifying Party shall be entitled to participate in accordance the 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 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 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 preceding sentenceIndemnifying Party in such efforts and make available to the Indemnifying Party all witnesses, records, materials and information in the Indemnified Party’s possession, under its control or to which it may have access as may be reasonably requested by the Indemnifying Party, and (y) the Indemnifying Party will keep the Indemnified Party reasonably informed of the progress of the defense of any such Third Party Claim. If the Indemnifying Party fails to so notify undertake the Indemnified Party defense and investigation of its election to defend any such Third Party claimClaim as provided in Section 11.3(c)(i), including conducting a good faith and diligent defense, or if the Indemnified Party will retains control of the defense of such Third Party Claim as provided in Section 11.3(c)(i), then (upon further notice to x) the Indemnifying Party) Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise or compromise, settlement and investigation of such claim Third Party Claim on behalf of, and at the cost and expense of and for the account and expense of risk of, the Indemnifying Party, subject to the right of (ii) the Indemnifying Party agrees to assume cooperate with the defense of Indemnified Party in such claim at any time prior efforts and make available to settlementthe Indemnified Party all witnesses, compromise records, materials and information in the Indemnifying Party’s possession, under its control or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of to which it may have access as may be reasonably requested by the Indemnified Party. 9.3.2 In , and (iii) the event an Indemnified Party will keep the Indemnifying Party has assumed reasonably informed of the progress of the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical mattersClaim. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A party Claims for indemnification under this Agreement (the including claims relating to Taxes) shall be asserted and resolved as follows: (a) Any Parent Indemnitee or Seller Indemnitee seeking indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that intends is subject to claim indemnification under this Section 8.2 shall promptly notify in writing (a “Claim Notice”) the other party Party (the “Indemnifying Party”) of the Third Party Claim (and in writing any event within 30 Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim), which Claim Notice shall describe in reasonable detail the nature of the Third Party Claim, including the basis of the Indemnified Party’s request for indemnification under this Agreement and a reasonable estimate of any claim of a Third Party which may reasonably be Damages suffered or expected to be suffered with respect thereto (if available); provided, however, that failure to promptly or completely provide such Claim Notice shall not relieve the Indemnifying Party of its indemnification obligations provided under this Agreement except to the extent the Indemnifying Party shall have been prejudiced as a result in of such failure or delay. The Indemnified Party shall promptly provide the Indemnifying Party with a copy of all papers served with respect to such claim for Damages (“Damage Claim”if any) promptly upon receipt thereof by the Indemnified Party. Notice by the Indemnified Party to the Indemnifying Party shall include a copy of the Third Party claim. An . (b) The Indemnifying Party shall have the right to direct participate in the defensedefense of any Third Party Claim at any time and, subject to the limitations contained in this Section 8.3(b), assume and control the defense thereof. The Indemnifying Party will promptly notify the Indemnified Party (and in any event within 20 Business Days after having received any Claim Notice) with respect to whether or not it is exercising its right to assume and control the defense of any such Third Party Claim; provided that the Indemnifying Party may only exercise its right to assume and control the defense of such claim if it unconditionally and irrevocably acknowledges in writing its obligation to indemnify the Indemnified Party with respect to such claim under this Article VIII. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume and control the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party and not reasonably objected to by the Indemnified Party, in all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 8.3(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim to all Indemnified Parties affected by the Third Party Claim and (ii) the settlement agreement does not contain any admission by, or sanction or restriction upon the conduct or operation of any business conducted by, the Indemnified Party or its Affiliates (including any proceeding that seeks an injunction or other equitable relief against the Indemnified Party or its Affiliates). The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 8.3(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation unless the employment of separate legal counsel has been specifically authorized in writing by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if (A) (1) the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any claim for money damages, and (2) in the event the Third Party Claim were to be decided adversely to the Indemnified Party, such a decision could reasonably be expected to materially impair the conduct of the business conducted by the Indemnified Party; provided, that if such equitable relief or other relief portion or the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages, (B) the Third Party Claim seeks money damages, and in the event the Third Party Claim were to be decided adversely to the Indemnified Party, such a decision could reasonably be expected to result in Damages for which the Indemnified Party would be responsible for a greater portion of the Damages related to such Third Party Claim than the Indemnifying Party; or (C) the Indemnified Party shall have been advised by counsel that the assumption of such defense by the Indemnifying Party would be inappropriate due to a material conflict of interest. Notwithstanding anything set forth in this Section 8.3(b) to the contrary, if the Indemnifying Party has assumed the defense and the Indemnifying Party fails to actively and diligently pursue the defense of such Third Party Claim, then the Indemnified Party shall be entitled to retain or otherwise reassume the defense of such Third Party Claims (and, for the avoidance of doubt, the provisions of Section 8.3(c) shall apply). (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 8.3(b) within 15 Business Days after receipt of any Claim Notice, then the Indemnified Party shall defend itself against the applicable Third Party Claim, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party, in all appropriate proceedings and in good faith, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such claim with counsel selected Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by itthe Indemnified Party pursuant to this Section 8.3(c), provided and the Indemnifying Party gives written notice shall bear its own costs and expenses with respect to such participation; provided, however, the Indemnifying Party shall be entitled (to the Indemnified extent permitted under Section 8.3(b)) to assume the defense of such Third Party of its election to do so within twenty (20) days after receipt of notice Claim in accordance with Section 8.3(b). For the preceding sentence. If avoidance of doubt, if the Indemnifying Party fails to so does notify the Indemnified Party of its election that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 8.3(b) and this Section 8.3(c), the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any such Third period during which the Indemnifying Party claimhas not assumed the defense thereof (but only if the Indemnified Party is actually entitled to indemnification hereunder). (d) If reasonably requested by the Indemnifying Party, the Indemnified Party will (upon further notice to agrees, at the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account sole cost and expense of the Indemnifying Party, subject to the right of reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to assume the defense of such claim at any time prior contest, including providing reasonable access to settlementdocuments, compromise or final determination thereof if records and only if such assumption would not prejudice the defense of such claim or the rights of information. In addition, the Indemnified Party will make its personnel reasonably available during normal business hours at no cost to the Indemnifying Party for conferences, discovery, proceedings, hearings, trials or appeals as may be reasonably requested by the Indemnifying Party. 9.3.2 In . If the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified a Third Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and also agrees to reasonably cooperate with counsel for the Indemnifying Party and its counsel in defending the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions Person and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without executing powers of attorney to the written consent extent necessary unless doing so would materially impair the conduct of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving conducted by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to (e) A claim for indemnification for any matter not involving a Third Party Claim shall be asserted by notice to the Indemnifying Party as promptly as practicable, which notice shall describe in reasonable detail the nature of the claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, however, that can be settled by failure to promptly or completely provide such notice shall not relieve the payment Indemnifying Party of money, if a Third Party claim is made which its indemnification obligations provided under this Agreement except to the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then extent the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party have been materially prejudiced as of the date a result of such offer of settlementfailure or delay.

Procedures. 9.3.1 A party The Party seeking indemnification under Article 6, Section 15.2 or Section 15.3 (the “Indemnified Party”) that intends may make claims for indemnification hereunder by giving written notice (a “Claim Notice”) to claim the Party required to provide indemnification under this Section shall promptly notify the other party hereunder (the “Indemnifying Party”) in writing ). Such notice shall briefly explain the nature of any the claim of a Third Party which may reasonably and the parties known to be expected involved, and shall specify the amount thereof to result in a claim for Damages (“Damage Claim”) the extent known by the Indemnified Party. Each Indemnifying Party to which a Claim Notice by the is given shall respond to any Indemnified Party to the Indemnifying Party shall include that has given a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so Claim Notice (a “Claim Response”) within twenty thirty (2030) days (the “Response Period”) after receipt of notice the date that the Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the preceding sentencenotice requirements hereunder, and any Claim Response shall specify whether or not the Indemnifying Party giving the Claim Response disputes the claim for indemnification described in the Claim Notice and whether it will defend any Third Party Claim specified in such Claim Notice at its own cost and expense. If the any Indemnifying Party fails to so notify give a Claim Response within the Response Period, such Indemnifying Party shall be deemed to have disputed the claim for indemnification described in the related Claim Notice and to have elected not to defend any Third Party Claim specified in such Claim Notice. The aforesaid election or deemed election by the Indemnifying Party not to assume the defense of the Indemnified Party of its election with respect to defend any such Third Party claimClaim specified in such Claim Notice, however, shall, except as contemplated by the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defensefollowing proviso, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, be subject to the right of the Indemnifying Party to subsequently assume the defense of the Indemnified Party with respect to any such claim Third Party Claim at any time prior to settlement, compromise settlement or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claimthereof; provided, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, have the right to so assume the defense of the Indemnified Party with respect to any Damage Claim arising from such Third Party claim, for more than Claim which the amount which such Third Indemnifying Party at any time unequivocally agrees in writing has (or is deemed to accept in payment or compromise of have) previously elected not to defend to the claim plus any related costs and expenses incurred by extent that the Indemnified Party would be materially prejudiced as of the date a result of such offer of settlementassumption.

Procedures. 9.3.1 A party Any Person that may be entitled to indemnification under this Agreement (the an “Indemnified Party”) that intends shall give written notice to claim indemnification under this Section shall promptly notify the other party Person obligated to indemnify it (the an “Indemnifying Party”) in writing with reasonable promptness upon becoming aware of any claim of a Third Third-Party Claim or other facts upon which may reasonably be expected to result in a claim for Damages (“Damage Claim”) by indemnification will be based. Such notice shall set 22611.4-688182 v8 18 forth such information with respect thereto as is then reasonably available to the Indemnified Party. Notice by the Indemnified Party to the Indemnifying Party shall include a copy of the Third Party claim. An The Indemnifying Party shall have the right to direct undertake the defense, compromise or settlement defense of any such claim Third-Party Claim with counsel selected by it, provided the Indemnifying Party gives written notice reasonably satisfactory to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice and the Indemnified Party shall cooperate in accordance with such defense and make available all records, materials and witnesses reasonably requested by the preceding sentenceIndemnifying Party in connection therewith at the Indemnifying Party’s expense. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Third-Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate Claim with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to the Indemnified Party for any Damage Claim arising from such Third Party claim, legal or other expenses (other than for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise reasonable costs of the claim plus any related costs and expenses investigation) subsequently incurred by the Indemnified Party as in connection with the defense thereof. The Indemnifying Party shall not be liable for any Third-Party Claim settled without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall obtain the written consent of the date Indemnified Party prior to ceasing to defend, settling or otherwise disposing of such offer of settlementany Third-Party Claim.

Procedures. 9.3.1 A party (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) that intends to claim be entitled to any indemnification provided for under this Section Agreement as a result of a Loss or a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall promptly notify deliver notice thereof to the other party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of the Third Party Claim, describing in writing of reasonable detail (i) the facts giving rise to any claim for indemnification hereunder, (ii) the amount or method of a computation of the amount of such claim, (iii) each individual item of Loss included in the amount so stated, to the extent known, (iv) the date such item was paid or properly accrued, and (v) the nature of the breach of representation, warranty, covenant or agreement with respect to which such Indemnified Party claims to be entitled to indemnification hereunder (all of the foregoing, the “Claim Information”), and shall provide any other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is prejudiced by such failure. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of such Third Party which may Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably be expected satisfactory to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party to If the Indemnifying Party shall include a copy assumes the defense of the such Third Party claim. An Indemnifying Claim, the Indemnified Party shall have the right to direct employ separate counsel and to participate in the defensedefense thereof, compromise or settlement but the fees and expenses of such claim with counsel selected by itshall be at the expense of the Indemnified Party; provided, provided that if in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party gives written notice shall be responsible for the reasonable fees and expenses of one counsel to the such Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance connection with the preceding sentencesuch defense. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed assumes the defense of any such claimThird Party Claim, the Indemnified Party shall nonetheless have cooperate with the right Indemnifying Party in such defense and make available to select its own counsel the Indemnifying Party all witnesses, pertinent records, materials and participate information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of such claim at and for its own expense and account. Where the Indemnifying any Third Party has assumed defense of any Damage Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of such Third Party Claim that the Indemnifying Party may recommend and that by its counselterms obligates the Indemnifying Party to pay the full amount of the Liability in connection with such Third Party Claim, if retainedand which releases the Indemnified Party completely in connection with such Third Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent, (which consent shall not be unreasonably withheld). (c) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim containing the Claim Information promptly to the Indemnifying Party, and shall provide any other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall consult not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and cooperate with counsel for assist the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without determining the written consent validity of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect for indemnity by the Indemnified Party or its continued business activities and which does not in otherwise resolving such matters. Such assistance and cooperation shall include as an unconditional term thereof providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect investigation, defense and resolution of such claim, in form matters and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, providing legal and business assistance with respect to a Third Party claim that can be settled by such matters. For the payment avoidance of moneydoubt, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect entitled to commence any Damage Claim arising from such Third Action against the Indemnifying Party claim, for more than indemnification pursuant to this Section 8.4(c) unless the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs notice and expenses incurred by the Indemnified Party as of the date of such offer of settlementprocedural provisions set forth herein shall have been satisfied prior thereto.

Procedures. 9.3.1 A (a) In order for a party (the “Indemnified Party”) that intends to claim be entitled to any indemnification provided for under this Section Article VIII of this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any person (including notice of the commencement of any legal proceeding, threat, audit or examination) against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall promptly notify deliver notice thereof (which in the other party case of Parent shall be in the form of an Officer’s Certificate) to the Shareholder Representative, on behalf of the Indemnifying Shareholders and the Consenting Optionholders, or to Parent, as applicable (the “Indemnifying Party”, for avoidance of doubt, the Indemnifying Shareholders and Consenting Optionholders are collectively the “Indemnifying Party” as such term is used in this Agreement and not each individually the “Indemnifying Party”) and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request (but, at a minimum, shall provide the following: (i) the amount of such Losses (which, in the case of Losses not yet incurred or paid may be the maximum amount reasonably likely to be incurred or paid), including a statement of the number of shares of Parent Common Stock representing such claim, and identifying the specific clause or clauses of this Agreement pursuant to which an Indemnified Party is entitled to indemnification, and (ii) specifying in reasonable detail (based upon the information then possessed) the facts and circumstances related to the breach and the individual items of such Losses arising out of, resulting from or in connection with such breach). The failure to provide such notice or any delay in providing it, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay (other than in the event that such notice is provided after the applicable time by which a claim must be made under this Agreement as provided in Section 8.1(b)). If the Indemnifying Party acknowledges in writing of its obligation to indemnify the Indemnified Party against any claim of and all Losses that may result from a Third Party Claim pursuant to the terms of this Agreement (and if such Third Party Claim does not attempt to impose equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which may the Indemnified Party will be indemnified hereunder), the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 15 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably be expected satisfactory to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party to for any period during which the Indemnifying Party shall include a copy has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of the such Third Party claimClaim within the time period and otherwise in accordance with the first sentence of this Section 8.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. An If the Indemnifying Party assumes the defense of such Third Party Claim at the Indemnifying Party’s sole cost and expense, the Indemnified Party shall have the right to direct employ separate counsel and to participate in the defensedefense thereof, compromise or settlement but the fees and expenses of such claim with Indemnified Party’s counsel selected shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by it, provided the Indemnifying Party gives written notice or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of its election to do so within twenty (20) days after receipt both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of notice in accordance with the preceding sentenceinterest. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed assumes the defense of any such claim, the Indemnified Third Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counselshall, if retainedat the Indemnifying Party’s expense, shall consult and cooperate with counsel for the Indemnifying Party in defending against such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any such Third Party claim. Such cooperation shall includeClaim, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An the Indemnifying Party shall not under any circumstancesnot, without the prior written consent of the Indemnified Party, settle enter into any settlement or compromise any claim or consent to the entry of any judgment which might in any material way prejudice with respect to such Third Party Claim if such settlement, compromise or adversely affect the Indemnified Party judgment (A) involves a finding or its continued business activities and which admission of wrongdoing, (B) does not include as an unconditional term thereof the giving written release by the claimant or the plaintiff to of the Indemnified Party a release from all liability in respect of such claimThird Party Claim, (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder, or (D) could affect the liability of Parent, the Company or their Affiliates in form and substance reasonably satisfactory periods not specifically addressed in such Third Party Claim. The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or Claim is made against it hereunder by the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to (b) If any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim that can with reasonable promptness to the Indemnifying Party (which in the case of Parent shall be settled by in the payment form of moneyan Officer’s Certificate) and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request (but, if at a Third Party claim is made minimum, shall provide the following: (i) the amount of such Losses (which, in the case of Losses not yet incurred or paid may be the maximum amount reasonably likely to be incurred or paid), and identifying the specific clause or clauses of this Agreement pursuant to which the Third Party is unequivocally willing to settle but an Indemnified Party elects is entitled to indemnification, (ii) specifying in reasonable detail (based upon the information then possessed) the facts and circumstances related to the breach and the individual items of such Losses arising out of, resulting from or in connection with such breach). The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to settlethe extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII (other than in the event that such notice is provided after the applicable time by which a claim must be made under this Agreement as provided in Section 8.1(b)). If the Indemnifying Party does not notify the Indemnified Party within twenty days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, then such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than pay the amount which of such Third liability to the Indemnified Party at any time unequivocally on demand. If the Indemnifying Party agrees in writing that it has an indemnification obligation but asserts that it is obligated to accept in payment or compromise of the claim plus any related costs and expenses incurred pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party as shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the date Indemnified Party’s claim for the difference, which payment in the case of indemnification pursuant to Section 8.2 shall be made by pro rata and severally by forfeiture of shares of Parent Common Stock held in the Indemnity Escrow Fund and forfeiture of Parent Options by Consenting Optionholders. (c) At any time on or before the termination of the Indemnity Escrow Fund, upon receipt by the Escrow Agent of a certificate signed by any officer of Parent (an “Officer’s Certificate”): (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, or the basis for such anticipated Liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request (but, at a minimum, shall provide the following: (i) the amount of such offer Losses (which, in the case of settlement.Losses not yet incurred or paid may be the maximum amount reasonably likely to be incurred or paid), including a statement of the number of shares of Parent Common Stock representing such claim, and identifying the specific clause or clauses of this Agreement pursuant to which an Indemnified Party is entitled to indemnification, and (ii) specifying in reasonable detail (based upon the information then possessed) the facts and circumstances related to the breach and the individual items of such Losses arising out of, resulting from or in connection with such breach), the Escrow Agent shall, subject to the provisions of Section 8.4(e) hereof, deliver to Parent out of the Indemnity Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Indemnity Escrow Fund having a value, determined in accordance with

Procedures. 9.3.1 A (a) In order for a party (the “Indemnified Party”) that intends to claim be entitled to any indemnification provided for under this Section shall promptly Agreement in respect of, arising out of or involving a claim made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party must notify the other indemnifying party (the “Indemnifying Party”) in writing (and in reasonable detail) of any claim of a the Third Party which may reasonably be expected to result in a claim for Damages Claim within fifteen (“Damage Claim”15) business days after receipt by the Indemnified Party. Notice by the such Indemnified Party of notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided under this Agreement except to the extent the Indemnifying Party shall include have been actually prejudiced as a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or settlement result of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty failure (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim except that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunderfor any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, with respect the Indemnified Party shall deliver to any Damage Claim arising from such the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party claim, for more than the amount which such Claim. (b) If a Third Party at Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and legal expenses subsequently incurred by the Indemnified Party as in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the date Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, which releases the Indemnified Party completely in connection with such Third Party Claim and that would not otherwise materially adversely affect the Indemnified Party. (c) In the event any Indemnified Party should have a claim against any Indemnifying Party under Section 15.02 or 15.03 that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such offer claim with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party under Section 15.02 or 15.03, except to the extent that the Indemnifying Party demonstrates that it has been prejudiced by such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of settlementsuch dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with Section 16.12.

Procedures. 9.3.1 A (a) The party seeking indemnification under this Article VIII (the “Indemnified Party”) that intends agrees to claim indemnification under this Section shall promptly notify give prompt notice (the other “Notice of Claim”) to the indemnifying party (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding by a third party in writing respect of which indemnity may be sought under this Article VIII describing in reasonable detail the facts giving rise to any claim of a Third indemnification hereunder; provided, however, that no delay on the part of the Indemnified Party which may reasonably be expected in notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder, except to result in a claim for Damages (“Damage Claim”) the extent that the Indemnifying Party clearly demonstrates that the defense of any third party suit, action or proceeding has been materially prejudiced by the Indemnified Party. ’s failure to give such notice. (b) If such Notice of Claim relates to a suit, action or proceeding by a third party (a “Third Party Claim”), the Indemnifying Party may upon written notice given to the Indemnified Party to within thirty (30) days of the receipt by the Indemnifying Party shall include a copy of such Notice of Claim, assume control of the Third defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party claim. An does not so assume control of such defense or if the Indemnifying Party fails to give reasonable written assurance to the Indemnified Party of the Indemnifying Party’s financial capacity to defend and/or provide indemnification as required hereby, the Indemnified Party shall have the right to direct control such defense. The party not controlling such defense may participate therein at its own expense. The Indemnified Party shall not be liable for expenses incurred after the Indemnifying Party assumes the defense of a third party claim as set forth herein; provided, however, that (i) if in the reasonable opinion of counsel for the Indemnified Party, the Indemnifying Party assumes control of such defense and there exists a conflict of interest between the interests of the Indemnified Party and those of the Indemnifying Party with respect to such claim, or (ii) if the Indemnifying Party shall fail to assume responsibility for such defense, compromise the Indemnified Party may retain counsel satisfactory to it and the reasonable fees and expenses of counsel to the Indemnified Party shall be considered Losses for purposes of this Agreement. Notwithstanding anything to the contrary contained herein, in the event that the Buyer reasonably determines that a third party claim would materially adversely affect the Buyer’s ability to conduct the Business after the Closing Date (including, for example, if the Buyer reasonably determines, in connection with any such third party claim, that the Buyer’s ability to conduct a material portion of the Business may be enjoined), then the Buyer may, by written notice to the Seller, assume the exclusive right to control, defend, compromise, or settle such claim and the reasonable fees and expenses of counsel shall be considered Losses for purposes of this Agreement. In all such cases, the Indemnifying Party will have the right to participate, at Indemnifying Party’s expense, in the defense or settlement of such claim with counsel selected reasonably satisfactory to the Buyer. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by itthe other party with respect thereto. In any circumstance in which the Indemnified Party assumes the defense of any claim, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and shall only be responsible for the account costs and expense expenses of one counsel representing the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights interests of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An (c) The Indemnifying Party shall not under agree to any circumstancessettlement of any action, suit or proceeding without the prior written consent of the Indemnified Party, settle which consent shall not be unreasonably withheld or compromise any claim or delayed. For purposes hereof, the Indemnified Party’s withholding of its consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a complete irrevocable release from all liability in respect of to such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by or litigation or which requires action (or limits action) other than the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then money by the Indemnifying Party shall be deemed to be reasonable. (d) In the event that an Indemnified Party seeks indemnification for Losses pursuant to this Article VIII, the procedures in this subsection (d) shall also apply. Within ninety (90) days after delivery of a Notice of Claim, the Indemnifying Party shall provide to the Indemnified Party a written response (the “Response Notice”) in which the Indemnifying Party must either: (i) agree that some or all of the Losses claimed should be indemnified and, in the case of any Losses claimed and not so agreed to, contest such claimed amount, or (ii) contest all of the Losses claimed. The Indemnifying Party may contest such claimed amount of Losses only based upon a good faith belief that all or such portion of such claimed amount does not constitute Losses for which the Indemnified Party is entitled to indemnification hereunder. If no such Response Notice is delivered by the Indemnifying Party within such ninety (90)-day period, the Indemnifying Party shall be liable hereunderdeemed to have agreed that all of the claimed amount should be indemnified. Any such amount agreed to, or so deemed to be agreed to, by the Indemnifying Party pursuant to clause (i) or (ii) of this subsection (d) or otherwise pursuant to this Agreement being referred to herein as an “Agreed Amount.” (e) If the Indemnifying Party in the Response Notice contests all or part of the claimed amount (thereupon, the “Contested Amount”), the Indemnifying Party and the Indemnified Party shall attempt promptly and in good faith to agree upon the rights of the parties with respect to any Damage Claim arising from such Third the Contested Amount. If the Indemnifying Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if such agreement provides that all or a portion of the date Contested Amount is to be paid to the Indemnified Party (all or such portion of such offer Contested Amount to be so paid to the Indemnified Party being also referred to herein as an “Agreed Amount”), the Indemnifying Party shall make such payments in accordance with the terms of settlementthis Agreement. If no such agreement can be reached after good faith negotiation within thirty (30) days of the delivery of the Indemnifying Party Response Notice (or such longer period as the Indemnified Party and Indemnifying Party may mutually agree), the matter shall be settled in accordance with the dispute resolution provisions of Section 10.11 of this Agreement.

Procedures. 9.3.1 A party (a) The Party seeking indemnification under ARTICLE VIII (the “Indemnified Party”) that intends agrees to claim indemnification under this Section shall promptly notify give prompt notice of its Claim to the other party against whom indemnity is sought (the “Indemnifying Party”) ), stating in writing reasonable detail the nature of any the inaccuracy or breach or other claim (including identification of the provisions of this Agreement alleged to have been breached or inaccurate or under which a Third claim is being made), and shall provide the Indemnifying Party which such information with respect thereto that the Indemnifying Party may reasonably be expected request. The failure to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party to so notify the Indemnifying Party shall include a copy not relieve the Indemnifying Party of its obligations hereunder, except to the Third extent such failure shall have adversely prejudiced the Indemnifying Party claim. An or to the extent the survival periods stated herein have lapsed. (b) The Indemnifying Party shall have be entitled to participate in the right defense of any Claim asserted by any third party at its expense, and, subject to direct the limitations set forth in this Section 7.3, shall be entitled to control and appoint lead counsel for such defense, compromise or settlement of such claim with counsel selected by it, in each case at its expense; provided that the Indemnifying Party gives written notice shall not be entitled to control any Third Party Claim (i) that involves injunctive relief or criminal liability; or (ii) that could have a material impact on the Indemnified Companies’ future business or prospects. (c) If the Indemnifying Party shall assume the control of its election to do so within twenty (20) days after receipt the defense of notice any Claim in accordance with the preceding sentence. If provisions of this Section 7.3, (i) the Indemnifying Party fails to so notify shall obtain the prior written consent of the Indemnified Party before entering into any settlement of its election to defend any such Third Party claimClaim, if the settlement does not release the Indemnified Party will (upon further notice from all liabilities and obligations with respect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim Claim or the rights of settlement imposes injunctive or other equitable relief against the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, and (ii) the Indemnified Party shall nonetheless have the right be entitled to select its own counsel and participate in the defense of such claim at Claim and to employ separate counsel of its choice for its own expense such purpose. The fees and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect expenses of such claim, in form and substance reasonably satisfactory to separate counsel shall be paid by the Indemnified Party. 9.3.4 Notwithstanding anything (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the contrary contained hereindefense or prosecution of any Claim and shall furnish or cause to be furnished such records, with respect to a Third Party claim that can information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees reasonably requested in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlementconnection therewith.

Procedures. 9.3.1 (a) A party seeking indemnification pursuant to Sections 11.2 or 11.3 (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the “Indemnified Party”) that intends to claim indemnification under this Section shall promptly notify the other party (the “"Indemnifying Party”") in writing of the assertion of any claim or assessment, or the commencement of any action, suit, audit or proceeding, by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim") and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, but in no event more than five (5) business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have the right, exercisable by written notice (the "Notice") to the Indemnified Party within ten (10) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party provided that: (a) the Indemnifying Party shall not by this provision permit to exist any lien, encumbrance, or other adverse charge upon any asset of any Indemnified Party nor shall Sellers, as Indemnifying Party(s), settle or pursue any matter reasonably likely to materially impact the business of PDI or SE Business without the prior written consent of Buyer; (b) the third party is seeking only monetary relief and does not seek an injunction or other equitable relief; (c) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnifying Party, provided that the fees and expenses of such counsel shall be borne by the Indemnifying Party; (d) the Indemnifying Party shall agree, without reservation, within ten (10) days of receiving notice of the claim to reimburse the Indemnified Party for the full amount of any loss resulting from such claim and all related expense incurred by the Indemnified Party pursuant to this Article XI and provides evidence, reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources to defend against such claim and to fulfill the indemnification obligations with respect thereto; and (e) the Indemnifying Party is reasonably contesting such claim in good faith. Should the Indemnifying Party so elect to assume the defense of a Third Party which may reasonably Claim, the Indemnifying Party will not be expected liable to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice Party for legal expenses subsequently incurred by the Indemnified Party to in connection with the defense thereof. If the Indemnifying Party shall include a copy fail to assume the defense of the Third Party claim. An Indemnifying Claim within such ten (10) day period, the Indemnified Party shall have the right to direct undertake the defensedefense of such Third Party Claim on behalf of the Indemnifying Party and at the expense of the Indemnifying Party. Regardless of whether the Indemnifying Party elects to assume the defense of any such Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or settlement of discharge, such claim with counsel selected by it, provided Third Party Claim without the Indemnifying Party's prior written consent which shall not be unreasonably withheld or delayed. (f) The Indemnifying Party gives or the Indemnified Party, as the case may be, shall in any event have the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. (g) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim in accordance with the terms hereof, shall have the right, upon five (5) days prior written notice to the Indemnified Party, to consent to the entry of judgment with respect to, or otherwise settle such Third Party of its election to do so within twenty (20) days after receipt of notice in accordance with Claim provided the preceding sentence. If third party is seeking only monetary relief and the Indemnifying Party fails agrees that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to so notify satisfy and discharge such judgment or settlement. If (i) the Third Party Claim involves equitable or other non-monetary damages or (ii) in the reasonable judgment of the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) settlement would have the right to undertake the defense, compromise or settlement of such claim a continuing material adverse effect on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense 's business (including any material impairment of any its relationships with customers and suppliers), in which case such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate settlement only may be made with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle which consent may be granted or compromise any claim or consent to withheld in the entry sole discretion of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything (h) Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the contrary contained hereinIndemnifying Party to, with respect and reasonable retention by the Indemnifying Party of, records and information which are reasonably relevant to a such Third Party claim that can be settled by the payment Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of moneyany material provided hereunder, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then and the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by reimburse the Indemnified Party as of the date of such offer of settlementfor all its reasonable out-of-pocket expenses in connection therewith.

Procedures. 9.3.1 A party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (the a) If any Person who or which is entitled to seek indemnification under Section 9.2 (an “Indemnified Party”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that intends is subject to claim indemnification under this Section 9.2, the Indemnified Party shall promptly (i) notify the other party Party obligated to the Indemnified Party pursuant to Section 9.2 above, (the “Indemnifying Party”) in writing of any claim of a the Third Party which may reasonably be expected to result in a claim for Damages Claim and (“Damage Claim”ii) by the Indemnified Party. Notice by the Indemnified Party transmit to the Indemnifying Party shall include a copy written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party claimClaim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. An Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) Subject to Section 9.4(e) below, the Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to defend the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceagainst such Third Party Claim. If the Indemnifying Party fails to so notify notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of its the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Article IX), then the Indemnifying Party shall have the right to defend any such Third Party claimClaim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 9.4(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party will (upon further notice to agrees, at the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account sole cost and expense of the Indemnifying Party, subject to the right of cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to assume contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and the Indemnified Party shall bear its own costs and expenses with respect to such claim at any time prior participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to settlementdefend the Indemnified Party pursuant to Section 9.4(b), compromise or final determination thereof if then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if such assumption would not prejudice the defense of such claim or Indemnified Party is actually entitled to indemnification hereunder) in regard to the rights of Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. 9.3.2 . In the event an Indemnifying Party has assumed the defense of any such claimcircumstances, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against defend any such Third Party claim. Such cooperation shall includeClaim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without limitationthe Indemnifying Party’s consent (which consent shall not be unreasonably withheld, providing documentsconditioned or delayed). The Indemnifying Party may participate in, making employees available for interviewsbut not control, depositions any defense or settlement controlled by the Indemnified Party pursuant to this Section 9.4(c), and testimony and consultation on technical matters. 9.3.3 An the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not under result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any circumstancesevent not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five (5) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five (5) Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (e) Notwithstanding the foregoing, Sellers shall retain control over the defense of any Third Party Claim as it relates to the Retained Litigation, for so long as any Party, or the Company is actively contesting or defending against any charge, complaint, action, suit, proceeding hearing, investigation, claim, or demand in connection with any of the Retained Litigation, Sellers shall, at their sole cost and expense, (i) cooperate with and pay the fees and expenses of counsel for the Company in the defense or contest of such Retained Litigation, (ii) make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the defense or contest of such Retained Litigation, (iii) provide timely status reports to Buyer regarding the Retained Litigation; and (iv) timely pay in full all judgments, settlements and other awards for which the Company may become obligated. Sellers shall defend any Retained Litigation in good faith and have full control of such defense and proceedings; provided, however, that Sellers may not enter into any compromise or settlement of such Retained Litigation without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). Buyer may participate in, but not control, any defense or settlement controlled by Sellers pursuant to this Section 9.4(e), and Buyer shall bear its own costs and expenses with respect to such participation. (f) Notwithstanding the foregoing, Buyer shall retain control over the defense of any Third Party Claim as it relates to the Retained Environmental Obligations as well as any action required by a Governmental Authority as it relates to the Retained Environmental Obligations. After Closing, Buyer shall promptly commence such curative efforts and remedial actions to address the Retained Environmental Obligations, the cost and expenses of which will be covered by the Escrow Deposit. Sellers shall assist in such effort with Buyer and any third party consultants who have advised Buyer with respect to this Agreement and such Retained Environmental Obligations. (g) Furthermore, Buyer may not enter into any compromise or settlement of such Third Party Claim or incur any expense related to the Retained Environmental Obligations if indemnification is to be sought hereunder, without the express written consent of the Indemnified PartySellers’ Representative, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall will not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlementunreasonably withheld.

Procedures. 9.3.1 A (a) Promptly after the receipt by any party seeking indemnification hereunder ("INDEMNIFIED PARTY") of notice of (a) any claim or (b) the “Indemnified Party”) that intends commencement of any action or proceeding which may entitle such party to claim indemnification under this Section Article 13, such party shall promptly notify give the other party from whom indemnification may be sought (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing of any claim of a Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party to the Indemnifying Party shall include a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or settlement written notice of such claim with counsel selected by it, provided or the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement commencement of such claim on behalf of action or proceeding and for the account and expense of the Indemnifying Party, subject to the right of shall permit the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or any litigation resulting from such claim; provided, that failure to give such notice shall not affect the rights obligations of the Indemnified Indemnifying Party hereunder, except to the extent that such failure materially prejudices the Indemnifying Party's defense or response to such action or proceeding. 9.3.2 In (b) If the event an Indemnifying Party has assumed assumes the defense of any such claimclaim 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 taking all steps reasonably necessary in the defense or settlement of such claim or 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. At its expense, however, the Indemnified Party shall nonetheless have the right to select its own counsel and may participate in the defense of such claim at and for its own expense and account. Where or litigation, provided that the Indemnifying Party has assumed shall direct and control the defense of any Damage Claim, the such claim or litigation. The Indemnified Party shall cooperate and its counsel, if retained, shall consult make available all books and cooperate records reasonably necessary and useful in connection with counsel for the Indemnifying Party in defending against any such Third Party claimdefense. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An The Indemnifying Party shall not under any circumstancesnot, without except with the written consent of the Indemnified Party, settle or compromise enter into any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect settlement, if such settlement does not release the Indemnified Party or its continued business activities from all liabilities and which does not include as an unconditional term thereof the giving by the claimant obligations with respect to such Third Party Claim or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to settlement imposes injunctive or other equitable relief against the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then (c) If the Indemnifying Party shall not be liable hereunderassume the defense of any such claim or litigation resulting therefrom, with respect to any Damage Claim arising from the Indemnified Party may, but shall have no obligation to, defend against such Third claim or litigation in such manner as it may deem appropriate, and the Indemnified Party claim, may compromise or settle such claim or litigation without the Indemnifying Party's consent. The Indemnifying Party shall promptly reimburse the Indemnified Party for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment of all reasonable expenses, legal or compromise of the claim plus any related costs and expenses otherwise, incurred by the Indemnified Party as in connection with the defense against or settlement of such claim or litigation. If no settlement of the date 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 offer claim or in such litigation and of settlementall reasonable expenses, legal or otherwise, incurred by the Indemnified Party in the defense against such claim or litigation.

Procedures. 9.3.1 A If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (the a “Indemnified PartyThird Party Claim”) that intends against such Indemnified Party with respect to claim which the Indemnifying Party is obligated to provide indemnification under this Section Agreement, the Indemnified Party shall promptly notify give the other party Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (the “Indemnifying Party”20) in writing Business Days after receipt of any claim such notice of a such Third Party which Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may reasonably be expected to result in a claim for Damages (“Damage Claim”) sustained by the Indemnified Party. Notice by the Indemnified Party to the Indemnifying Party shall include a copy of the Third Party claim. An The Indemnifying Party shall have the right to direct the defenseparticipate in, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Sellers, such Indemnifying Party shall not have the right to defend or direct the defense of its election any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of New Rise SAF or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to do so within twenty Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (20A) days after receipt there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of notice interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in accordance with each jurisdiction for which the preceding sentenceIndemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to so promptly notify the Indemnified Party in writing of its election to defend any such Third Party claimas provided in this Agreement, the Indemnified Party will (upon further notice or fails to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume diligently prosecute the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Third Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counselmay, if retainedsubject to Section 8.05(b), shall consult and cooperate with counsel for the Indemnifying Party in defending against any pay, compromise, or defend such Third Party claim. Such cooperation shall includeClaim and seek indemnification for any and all Losses based upon, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from or relating to such Third Party claimClaim. Sellers and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, for more than the amount which including making available records relating to such Third Party at any time unequivocally agrees in writing Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to accept in payment or compromise the defending party, management employees of the claim plus any related costs and expenses incurred by non-defending party as may be reasonably necessary for the Indemnified Party as preparation of the date defense of such offer of settlementThird Party Claim.

Procedures. 9.3.1 (a) A party seeking indemnification (the “Indemnified Party”) that intends in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to claim indemnification under this Section shall promptly notify the other party against whom indemnity is sought (the “Indemnifying Party”) in writing of any claim of a Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) with reasonable promptness after receipt by the Indemnified Party. Notice by the such Indemnified Party to the Indemnifying Party shall include a copy of notice of the Third Party claimClaim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. An The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) The Indemnifying Party shall have the right to direct the defenseparticipate in, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives giving written notice to the Indemnified Party within 20 days of its election to do so within twenty (20) days after receipt of notice a Claim Notice from the Indemnified Party in accordance with respect of such Third Party Claim, to assume the preceding sentence. If defense thereof (except that the defense or prosecution of such claim shall be tendered to the insurance carrier of the R&W Insurance Policy if such carrier has assumed the defense thereof under the R&W Insurance Policy) at the expense of the Indemnifying Party fails (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and satisfactory to so notify the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of (but may still participate in) any Third Party Claim (1) with respect to Taxes (except to the extent specifically provided in Section 6.4) or (2) for equitable or injunctive relief, any claim that would impose criminal liability or damages or any claim involving a material customer or supplier of the Indemnified Party, and the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) shall have the right to undertake defend, at the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to any such Third Party Claim. The Indemnifying Party shall be liable for the right fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such claim at any Third Party Claim within the time prior to settlement, compromise or final determination thereof if period and only if such assumption would not prejudice otherwise in accordance with the defense first sentence of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claimthis Section 8.4(b), the Indemnified Party shall nonetheless have the sole right to select its own counsel assume the defense of (although the Indemnifying Party may still participate in) and participate in to settle such Third Party Claim (except that the defense or prosecution of such claim shall be tendered to the insurance carrier of the R&W Insurance Policy if such carrier has assumed the defense thereof under the R&W Insurance Policy). If the Indemnifying Party assumes the defense of such claim at and for its own expense and account. Where the Indemnifying Third Party has assumed defense of any Damage Claim, the Indemnified Party shall have the right to employ separate counsel and its counselto participate in the defense thereof, if retainedsubject to the Indemnifying Party’s right to control the defense thereof in accordance with this Section 8.4, but the fees and expenses of such counsel shall consult be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, it shall have the right, subject to the other provisions of this Section 8.4, to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party and the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with counsel for the Indemnifying Party in defending against such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any such Third Party claim. Such cooperation shall includeClaim, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An the Indemnifying Party shall not under any circumstancesnot, without the prior written consent of the Indemnified Party, settle enter into any settlement or compromise any claim or consent to the entry of any judgment which might in any material way prejudice with respect to such Third Party Claim if such settlement, compromise or adversely affect the Indemnified Party judgment (i) involves a finding or its continued business activities and which admission of wrongdoing, (ii) does not include as an unconditional term thereof the giving written release by the claimant or the plaintiff to of the Indemnified Party a release from all liability in respect of such claimThird Party Claim, (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder or (iv) requires the consent of the carrier of the R&W Insurance Policy under the terms of the R&W Insurance Policy. (c) An Indemnified Party seeking indemnification in form respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and substance shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably satisfactory request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified PartyParty or otherwise than pursuant to this Article VIII. If the Indemnifying Party does not notify the Indemnified Party within 20 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall, subject to the other provisions of this Article VIII, pay the amount of such liability to the Indemnified Party on demand. During such 20-day period, the Indemnified Party shall use commercially reasonable efforts to allow the Indemnifying Party reasonable access, during normal business hours and upon reasonable prior notice, to such information as may be reasonably requested by the Indemnifying Party for purposes of investigating the Direct Claim (provided, however, that failure to provide such access shall not release the Indemnifying Party from any of its obligations under this Article VIII). 9.3.4 Notwithstanding anything (d) Subject to the contrary contained hereinother provisions of this Article VIII, with respect to a Third Party claim that can be settled by the payment of moneyincluding Section 8.7, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunderentitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. The amount of Loss for which any Indemnified Party may be entitled to seek indemnification pursuant to this Article VIII will be reduced by the amount of any insurance proceeds that are actually received by an Indemnified Party with respect to such Loss (net of any deductible, increase in premiums or other costs or expenses (including Taxes) associated with obtaining such insurance proceeds). (e) Subject to the other provisions of this Article VIII, including the limits on indemnification set forth in Section 8.5, the indemnification required hereunder in respect of a Third Party Claim or a Direct Claim shall be made by prompt payment by the Escrow Agent (to the extent of any amounts then held in the Indemnity Escrow Fund with respect to any Damage Claim arising from claim for indemnification pursuant to Section 8.2) or the Indemnifying Party (to the extent of any amounts not then held in the Indemnity Escrow Fund) of the amount of actual undisputed Losses in connection therewith within five Business Days after such Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article VIII. (f) Notwithstanding the provisions of Section 10.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party claim, for more than the amount which such Third Party at Claim is brought against any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the date matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere. (g) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive damages except to the extent payable to a third party. (h) In the event of such offer of settlementany breach giving rise to an indemnification obligation under this Article VIII, each Indemnified Party shall take, and cause its Affiliates to take, necessary steps to mitigate any Losses associated with the related breach to the extent required by Law.

Procedures. 9.3.1 (a) A party seeking indemnification pursuant to Sections 7.2 or 7.3 (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the “Indemnified Party”) that intends to claim indemnification under this Section shall promptly notify the other party (the “"Indemnifying Party”") in writing of the assertion of any claim or assessment, or the commencement of any action, suit, audit or proceeding, by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim") and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have the right, exercisable by written notice (the "Notice") to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party which may reasonably Claim, the Indemnifying Party shall not be expected liable to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice Party for legal expenses subsequently incurred by the Indemnified Party to in connection with the defense thereof. If the Indemnifying Party shall include a copy fail to assume the defense of the Third Party claim. An Indemnifying Claim within such thirty (30) day period, the Indemnified Party shall have the right to direct undertake the defensedefense of such Third Party Claim on behalf of the Indemnifying Party. Regardless of whether the Indemnifying Party elects to assume the defense of any such Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or settlement of discharge such claim with counsel selected by it, provided Third Party Claim without the Indemnifying Party's prior written consent. (b) The Indemnifying Party gives or the Indemnified Party, as the case may be, shall in any event have the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. (c) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim in accordance with the terms hereof, shall have the right, upon five (5) days prior written notice to the Indemnified Party, to consent to the entry of judgment with respect to, or otherwise settle such Third Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. If Claim provided the Indemnifying Party fails agrees that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to so notify satisfy and discharge such judgment or settlement unless (i) the Third Party Claim involves equitable or other non-monetary damages or (ii) in the reasonable judgment of the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) settlement would have the right to undertake the defense, compromise or settlement of such claim a continuing material adverse effect on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense 's business (including any material impairment of any its relationships with customers and suppliers), in which case such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate settlement only may be made with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle which consent shall not be unreasonably withheld. (d) Whether or compromise not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or consent prosecution thereof and shall furnish records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the entry Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities provided hereunder, and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by reimburse the Indemnified Party as of the date of such offer of settlementfor all its reasonable out-of-pocket expenses in connection therewith.

Procedures. 9.3.1 A Each party (the “Indemnified Party”) that intends entitled to claim indemnification under this Section shall promptly notify the other party ---------- 7.7 (the “"Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party”") in writing promptly after such Indemnified Party has actual knowledge of any claim of a Third Party as to which indemnity may reasonably be expected to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party to the Indemnifying Party sought, and shall include a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of permit the Indemnifying Party to assume the defense of any such claim at or any time prior to settlementlitigation resulting therefrom, compromise or final determination thereof if and only if such assumption would not prejudice provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the rights Indemnified Party (whose approval shall not unreasonably be withheld or delayed). Without limiting the generality of the foregoing, if the Indemnified Party. 9.3.2 In Party has been advised in writing by its counsel that representation of both the event an Indemnified and Indemnifying Party has assumed by the same counsel would be inappropriate under standards of professional conduct due to actual or potential differing interests, with respect to such claim or litigation, the Indemnifying Party shall bear the expense of another counsel who shall represent the Indemnified Party and any other persons or entities who have indemnification rights from the Indemnifying Party hereunder, with respect to such claim or litigation, and shall be selected as provided in the first sentence of this Section 7.7(c). The Indemnified Party may participate in such defense at such party's expense (except to the extent that the Indemnifying Party is required to pay the expense of such counsel pursuant to this Section 7.7(c)), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent such failure is prejudicial to the Indemnifying Party in defending such claim or litigation. No Indemnifying Party, in the defense of any such claimclaim or litigation, shall, except with the consent of each Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party (which consent shall not under any circumstancesbe unreasonably withheld or delayed), without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in or enter into any material way prejudice or adversely affect the Indemnified Party or its continued business activities and settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the such Indemnified Party of a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party such claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlementlitigation.

Procedures. 9.3.1 A party (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) that intends to claim be entitled to any indemnification provided for under this Section Agreement as a result of a Loss or a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall promptly notify deliver notice thereof to the other party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of the Third Party Claim, describing in writing of reasonable detail to the extent known (i) the facts giving rise to any claim for indemnification hereunder, (ii) the amount or method of computation of the amount of such claim, (iii) each individual item of Loss included in the amount so stated, to the extent known, (iv) the date such item was paid or properly accrued, and (v) the nature of the breach of representation, warranty, covenant or agreement with respect to which such Indemnified Party claims to be entitled to indemnification hereunder (all of the foregoing, the “Claim Information”), and shall provide any other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party’s ability to remedy, contest, defend or settle a claim is prejudiced by such failure. (b) With respect to Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party to Claims, the Indemnifying Party shall include have the right, upon written notice to the Indemnified Party, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party may only elect to assume and control the defense thereof so long as (A) the Indemnifying Party is not a copy of party to the Third Party claimClaim or the Indemnified Party has determined in good faith that there would be no conflict of interest or other inappropriate matter associated with joint representation, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief and (C) the Indemnifying Party keeps the Indemnified Party apprised of all developments, including settlement offers, with respect to the Third Party Claim. An If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to direct employ separate counsel and to participate in the defensedefense thereof, compromise or settlement but the fees and expenses of such claim with counsel selected by itshall be at the expense of the Indemnified Party; provided, provided however, that the Indemnifying Party gives written notice shall be responsible for the reasonable fees and expenses of one counsel to such Indemnified Party in connection with such defense to the extent (x) the employment of such counsel and payment of fees and expenses thereof has been specifically authorized by the Indemnifying Party in writing, (y) the fees and expenses relate to the period prior to the Indemnifying Party’s assumption of defense, or (z) the Indemnified Party provides written notice that any condition to the Indemnifying Party’s control of its election to do so the Third Party Claims in Sections 7.4(b)(A) – (C) above becomes unsatisfied and the lack of satisfaction of such condition has not been cured within twenty thirty (2030) days after receipt following delivery of notice such written notice, in accordance with which case the preceding sentenceIndemnifying Party shall be responsible for such fees and expenses accruing from the expiration of such thirty (30) day period. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed assumes the defense of any such claimThird Party Claim, the Indemnified Party shall nonetheless have cooperate with the right Indemnifying Party in such defense and make available to select its own counsel the Indemnifying Party all witnesses, pertinent records, materials and participate information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of such claim at and for its own expense and account. Where the Indemnifying any Third Party has assumed defense of any Damage Claim, the Indemnified Party and its counselshall agree to any settlement, if retained, shall consult and cooperate with counsel for compromise or discharge of such Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in defending against any connection with such Third Party claim. Such cooperation shall includeClaim, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An which releases the Indemnified Party completely in connection with such Third Party Claim; provided that the Indemnifying Party shall not under agree to any circumstances, other settlement of any Third Party Claim without the prior written consent of the Indemnified PartyParty (such consent not to be unreasonably withheld, settle conditioned or compromise any claim or consent to delayed). Regardless of which party assumes the entry defense of any judgment which might in any material way prejudice or adversely affect a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or its continued business activities and which settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). (c) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not include as an unconditional term thereof the giving by the claimant involve a Third Party Claim being asserted against or the plaintiff sought to be collected from such Indemnified Party, the Indemnified Party a release from all liability in respect shall deliver notice of such claim, in form and substance reasonably satisfactory claim containing the Claim Information promptly to the Indemnified Indemnifying Party. 9.3.4 Notwithstanding anything to the contrary contained herein, and shall provide any other information with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not be liable hereunder, with respect release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any Damage Claim arising from such Third Party claim, claim for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred indemnity by the Indemnified Party as and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the date investigation, defense and resolution of such offer of settlementmatters and providing legal and business assistance with respect to such matters.

Procedures. 9.3.1 A party (a) Any Person seeking indemnification under this Article 11 (the “Indemnified Party”) that intends shall give prompt written notice to claim the Person from whom indemnification under this Section shall promptly notify the other party is to be sought (the “Indemnifying Party”) in writing of the assertion of any claim or the commencement of a Third Party which may reasonably be expected to result in a claim for Damages any Action by any third party (“Damage Third-Party Claim”); provided, that the failure of the Indemnified Party to give notice as provided in this Section 11.03(a) by shall not relieve any Indemnifying Party of its obligations under Section 11.02, except to the extent that such failure actually prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail the Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Notice Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third-Party Claim and the Indemnified Party shall provide the Indemnifying Party shall include a copy of with such other information with respect to any such Third-Party Claim reasonably requested by the Third Party claimIndemnifying Party. An The Indemnifying Party shall have the right right, at its sole option and expense, to direct the defensebe represented by counsel of its choice and, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice subject to the Indemnified limitations set forth in this Section 11.03, to assume control of, and defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third-Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceClaim. If the Indemnifying Party fails elects not to so notify defend against, negotiate, settle or otherwise deal with any Third-Party Claim, then the Indemnified Party of its election to may defend any such Third Party claimagainst, the Indemnified Party will negotiate, settle (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of clause (b)) or otherwise deal with such Third-Party Claim. If the Indemnifying Party to shall assume the defense of such claim at any time prior to settlementThird-Party Claim, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, then the Indemnified Party shall nonetheless have the right to select may participate, at his or its own counsel and participate expense, in the defense of such claim Third-Party Claim; provided, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at and for its own the expense and account. Where of the Indemnifying Party has assumed defense if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of any Damage Claimcounsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any that would make such Third Party claim. Such cooperation shall includeseparate representation advisable; provided, without limitationfurther, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An that the Indemnifying Party shall not under be required to pay for more than one such counsel for all Indemnified Parties in connection with any circumstancesThird-Party Claim. (b) Notwithstanding anything in this Section 11.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the Indemnified Partyother party, settle or compromise any claim Third-Party Claim or permit a default or consent to the entry of any judgment which might judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit any material way prejudice Order or adversely affect other equitable relief to be entered, directly or indirectly, against the Indemnified Party or any of its continued business activities Affiliates and which (iii) such settlement includes an unconditional release of such Indemnified Party and its Affiliates from all liability on claims that are the subject matter of such Third-Party Claim and does not include any statement as an unconditional term thereof the giving to or any admission of fault, culpability or failure to act by the claimant or the plaintiff to on behalf of any Indemnified Party or any of its Affiliates. (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article 11), or the Indemnified Party and the Indemnifying Party shall have arrived at a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, mutually binding agreement with respect to a Third Third-Party claim that can be settled by Claim hereunder, the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not shall forward to settle, then the Indemnifying Party shall not be liable hereunder, notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Damage Third-Party Claim arising from and shall furnish or cause to be furnished such Third Party claimrecords, for more than the amount which information and testimony, and attend such Third Party at any time unequivocally agrees conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlementconnection therewith.

Procedures. 9.3.1 A In the event of a claim by a third party, with respect to which a party is entitled to indemnification hereunder, such party (the “"Indemnified Party”") that intends to claim indemnification under this Section shall promptly notify the other party (the “"Indemnifying Party”") in writing of any claim of as soon as practicable; provided that a Third Party which may reasonably be expected to result delay in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by 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 the defend such claim. The Indemnifying Party shall include a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or settlement of promptly defend such claim with by counsel selected by it, provided the Indemnifying Party gives written notice of its own choosing and reasonably satisfactory to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance and the Indemnified Party shall reasonably cooperate with the preceding sentence. If Indemnifying Party in the defense of such claim, including the settlement (subject to the final sentence of this Section 7.3) 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); provided, however, that if, in the opinion of counsel to the 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 so notify the Indemnified Party of its election to diligently defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have be entitled to defend the right to select claim, suit, action or proceeding with counsel 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 the Indemnifying Party, take reasonable steps to monitor and participate in 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 at and for its own expense and account. Where claim, the Indemnifying Party has assumed defense may settle or compromise such claim as it sees fit; provided, however, that anything in this section to the contrary notwithstanding, if the settlement or compromise of any Damage Claima claim involves other than the payment of money damages, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, so settle or compromise such claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. The Indemnified Party shall not settle or compromise any claim or consent subject to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.indemnification hereunder without the

Procedures. 9.3.1 A party Promptly after receipt by a Party of notice of any Third Party claim, demand, suit or proceeding which could give rise to a right to indemnification pursuant to Section 9.1, such Party (the “Indemnified Party”) that intends to claim indemnification under this Section shall promptly notify give the other party Party (the “Indemnifying Party”) prompt written notice describing the claim in writing reasonable detail. The failure of any claim of a Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the an Indemnified Party to give notice in the manner provided herein shall not relieve the Indemnifying Party shall include a copy of its obligations under this Section, except to the Third Party extent that such failure to give notice materially prejudices the Indemnifying Party’s ability to defend such claim. An The Indemnifying Party shall have the right right, at its option, to direct the defense, compromise or settlement defend, at its own expense and by its own counsel, any such matter involving the asserted liability of the Party seeking such claim with counsel selected by it, provided indemnification. If the Indemnifying Party gives written notice shall undertake to the Indemnified Party of its election to do so within twenty compromise or defend any such asserted liability, it shall promptly (20and in any event not more than ten (10) days after receipt of notice the Indemnified Party’s original notice) notify the Indemnified Party in accordance writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the preceding sentenceIndemnifying Party 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 so notify the Indemnified Party of its election to compromise or defend any such Third as herein provided, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party claimbecoming 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 will 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 hereunder. Notwithstanding the foregoing, neither Party may (upon further notice 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 the Indemnifying Party) have the right to undertake the defense, compromise defense or settlement of such claim on behalf of claim, without the other Party’s prior written consent. In any event, the Indemnified Party and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume may participate, at their own expense, in the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice asserted liability. If the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of chooses to defend any such claim, the Indemnified Party shall nonetheless have make available to the right Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to select its own counsel the contrary in this Section 9.2, (a) the Party conducting the defense of a claim shall (i) keep the other Party informed on a reasonable and participate timely basis as to the status of the defense of such claim (but only to the extent such other Party is not participating jointly in the defense of such claim at claim), and for its own expense and account. Where (ii) conduct the Indemnifying Party has assumed defense of any Damage Claimsuch claim in a prudent manner, and (b) the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under cease to defend, settle or otherwise dispose of any circumstances, claim (except as provided above) without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A party (the a) In order for a Buyer Indemnified Party or Seller Indemnified Party (each an “Indemnified Party”) that intends to claim be entitled to any indemnification provided for under this Section Agreement or the Ancillary Agreements in respect of, arising out of or involving a Loss or a claim or demand, whether between the parties hereto (a “Direct Claim”) or made by any Person against such Indemnified Party (a “Third Party Claim”), such Indemnified Party shall promptly notify deliver notice thereof to the other party against whom indemnity is sought (the “Indemnifying Party”) describing in writing reasonable detail the facts giving rise to any Direct Claim or Third Party Claim for indemnification hereunder, the amount or method of computation of the amount of such Direct Claim or Third Party Claim (if known) (which amount or any computation of such amount shall not in any event limit the amount of indemnification to which an Indemnified Party may be entitled hereunder) and such other information with respect thereto as the Indemnifying Party may reasonably request. If the claim is a Third Party Claim, notice shall be given promptly by the Indemnified Party after receipt by such Indemnified Party of written notice of the Third Party Claim. The failure to provide any such notice of a Direct Claim or Third Party Claim, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) Following receipt of notice from the Indemnified Party of a Direct Claim or Third Party Claim, the Indemnifying Party shall have 30 days (or such shorter period as is set forth in such notice as may be required in any applicable proceeding, in the event of a litigated matter) to make such investigation of the Direct Claim or Third Party Claim as the Indemnifying Party deems necessary or desirable and, in the case of a Third Party which may reasonably be expected Claim, to result in a claim for Damages (“Damage Claim”) by notify the Indemnified PartyParty as to whether it intends to assume the defense thereof pursuant to Section 7.4(c). Notice For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the Direct Claim or Third Party Claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said 30 day period (or such shorter period, or in either case any mutually agreed upon extension thereof) to the validity and amount of such Direct Claim or Third Party Claim, the Indemnifying Party shall include a copy immediately pay to the Indemnified Party the full amount of the Direct Claim or Third Party Claim. If the Indemnified Party and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Indemnified Party may seek appropriate legal remedy. Asset Purchase Agreement (c) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, unless (i) the Third Party claimClaim relates to or arises in connection with a criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnifying Party has failed to defend or is failing to defend in good faith the Third Party Claim, (iii) the Indemnifying Party and the Indemnified Party are both named parties to the Third Party Claim, and the Indemnified Party reasonably concludes that representation of both parties by the same counsel would be inappropriate due to actual or potential different interests, (iv) in the case of Losses suffered by a Buyer Indemnified Party, it is reasonably likely that the Losses arising from such Third Party Claim will exceed the amount such Buyer Indemnified Party will be entitled to recover as a result of the limitations set forth in Section 7.5, (v) the Indemnifying Party does not, in the Indemnified Party's reasonable judgment, have sufficient financial resources to satisfy the amount of any adverse judgment that is reasonably likely to result with respect to such Third Party Claim, or (vi) the Indemnifying Party fails to acknowledge in writing that it would have an absolute indemnity obligation for any and all Losses resulting from such Third Party Claim. An If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to direct employ separate counsel and to participate in the defensedefense thereof, compromise or settlement but the fees and expenses of such claim with counsel selected by itshall be at the expense of the Indemnified Party; provided, provided however, that if in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party gives written notice shall be responsible for the reasonable fees and expenses of one counsel to the such Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance connection with the preceding sentencesuch defense. If the Indemnifying Party fails to so notify assumes the Indemnified Party defense of its election to defend any such Third Party claimClaim, the Indemnified Party will (upon further notice shall reasonably cooperate with the Indemnifying Party in such defense and use commercially reasonable efforts to make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party) have ’s possession or under the right Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party subject to undertake reimbursement for actual out-of-pocket expenses incurred by the defense, compromise or settlement Indemnified Party as the result of such claim on behalf of and for the account and expense of a request by the Indemnifying Party, subject to the right of . If the Indemnifying Party to assume assumes the defense of such claim at any time prior a Third Party Claim and continues to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any diligently defend such claim, the Indemnified Party shall nonetheless have the right not admit any liability with respect to, or settle, compromise or discharge, or offer to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claimsettle, the Indemnified Party and its counselcompromise or discharge, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claimClaim without the Indemnifying Party’s prior written consent, which may be granted or withheld in the Indemnifying Party’s sole discretion. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An The Indemnifying Party shall not under any circumstancesnot, without the prior written consent of the Indemnified Party, which may be granted or withheld in the Indemnified Party’s sole discretion, settle, compromise or offer to settle or compromise any claim Third Party Claim on a basis that would result in (i) the imposition of a consent order, injunction or consent to decree that would restrict the entry of future activity or conduct of, or impose any judgment which might in any material way prejudice non-monetary liability, obligation or adversely affect commitment on, the Indemnified Party or any of its continued business activities and which does Affiliates, (ii) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates, (iii) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its Affiliates, or (iv) any monetary liability of the Indemnified Party that shall not be promptly paid or reimbursed by the Indemnifying Party. Any such settlement or compromise shall include as an unconditional term thereof the giving by the claimant or the plaintiff to of a release of the Indemnified Party a release from all liability in with respect to such Third Party Claim. Asset Purchase Agreement (d) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claimclaim promptly to the Indemnifying Party, describing in form reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and substance such other information with respect thereto as the Indemnifying Party may reasonably satisfactory request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. (e) In the event the Indemnifying Party (i) does not elect to assume control or otherwise participate in the defense of any Third Party Claim, (ii) is not entitled to assume the defense of a Third Party Claim pursuant to Section 7.4(c) or (iii) after assuming the defense of a Third Party Claim, fails to take reasonable steps to defend diligently such Third Party Claim, the Indemnified Party shall have the right, but not the obligation, to assume its own defense with respect to the applicable Third Party Claim (it being understood that the Indemnified Party. 9.3.4 Notwithstanding anything ’s right to the contrary contained herein, with respect to indemnification for a Third Party claim that can Claim shall not be settled adversely affected by assuming the payment defense of money, if a such Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settleClaim), then and the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than bound by the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred results obtained by the Indemnified Party as with respect to such Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party; provided, however, that the Indemnified Party shall not have the right to consent or otherwise agree to any non-monetary settlement or relief, including injunctive relief or other equitable remedies, that would reasonably be expected to adversely affect the Indemnifying Party, without the prior written consent of the date of such offer of settlementIndemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed.

Procedures. 9.3.1 A party (the “Indemnified Party”) that intends to claim indemnification under this Section shall promptly notify the other party (the “Indemnifying Party”) in writing Promptly after receipt by a Party of any claim or notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 17 may apply, the Indemnified Party shall provide notice thereof to the Indemnifying Party; provided that a Third delay in providing such notice shall limit the obligations of the Indemnifying Party which may reasonably be expected only to result in a the extent that such delay actually prejudices the ability of the Indemnifying Party to contest the claim for Damages (“Damage Claim”) or defend the proceeding. The Indemnifying Party shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party. Notice by , provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall reasonably conclude that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party shall include a copy of Party, the Third Party claim. An Indemnifying Indemnified Party shall have the right to direct the defenseselect and be represented by separate counsel, compromise or settlement of such claim with counsel selected by it, provided at the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceParty’s expense. If the an Indemnifying Party fails to so notify assume the Indemnified Party defense of its election to defend any such Third Party claima claim meriting indemnification, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defensemay contest, compromise settle, or settlement of pay such claim on behalf of and for , at the account and expense of the Indemnifying Party, subject to the right provided, however, that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party to assume the defense of or, absent such claim at any time prior to settlementconsent, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights written opinion of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own ’s counsel and participate in the defense of that such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle is meritorious or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of otherwise warrants settlement.

Procedures. 9.3.1 A party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (the a) Any Buyer Indemnitee or Seller Indemnitee claiming indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that intends is subject to claim indemnification under this Section 9.02 shall (i) promptly notify the other party Party (the CH\1406641 “Indemnifying Party”) in writing of any claim of a the Third Party Claim (the failure to give prompt notice shall not, however, relieve the Indemnifying Party of its indemnification obligations if such notice is provided within sixty (60) Business Days of the date on which may reasonably be expected to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party knows of the Third Party Claim unless and to the extent that the Indemnifying Party is actually prejudiced by such delay), and (ii) as promptly as practicable transmit to the Indemnifying Party shall include a copy written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party claim. An Claim, a copy of all papers served with respect to such claim (if any), the basis of the Indemnified Party’s request for indemnification under this Agreement and a reasonable estimate of any Damages suffered with respect thereto (to the extent then known). (b) The Indemnifying Party shall have the right to direct defend the defenseIndemnified Party against such Third Party Claim, compromise except that if such Third Party Claim seeks solely injunctive relief or settlement of such claim with counsel selected by it, provided criminal penalties the Indemnifying Party gives written notice shall have no right to assume the defense of such Third Party Claim. The Indemnifying Party will promptly notify the Indemnified Party of its election to do so (and in any event within twenty (20) days Business Days after receipt of notice in accordance having received any Claim Notice) with respect to whether or not it is exercising its right to defend the preceding sentenceIndemnified Party against each such Third Party Claim. If the Indemnifying Party fails to so notify timely notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of its election to defend any such the Third Party claim, the Indemnified Party will Claim (upon further notice such notification to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject be without prejudice to the right of the Indemnifying Party to assume the defense of dispute whether such claim at any time prior to settlementis an indemnifiable Damage under this Article IX), compromise or final determination thereof if and only if such assumption would not prejudice then the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own defend such Third Party Claim with counsel and participate in the defense of such claim at and for its own expense and account. Where selected by the Indemnifying Party has assumed defense of any Damage Claim, and reasonably acceptable to the Indemnified Party and its counselParty, if retainedin all appropriate proceedings, shall consult and cooperate with counsel for to a final conclusion or settlement at the discretion of the Indemnifying Party in defending against accordance with this Section 9.03(b). The Indemnifying Party shall have full control of such defense and proceedings, including any such Third Party claim. Such cooperation shall includecompromise or settlement thereof; provided, without limitationhowever, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An that the Indemnifying Party shall not under enter into any circumstances, settlement agreement without the written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, settle conditioned or compromise delayed). Notwithstanding the foregoing, such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the Third Party Claim; and (ii) the settlement agreement does not contain any claim sanction or consent to restriction upon the entry conduct or operation of any judgment which might in any material way prejudice or adversely affect business by the Indemnified Party or its continued business activities and which does Affiliates. The Indemnified Party may participate in, but not include as an unconditional term thereof the giving control, any defense or settlement of any Third Party Claim controlled by the claimant or the plaintiff Indemnifying Party pursuant to this Section 9.03(b), and the Indemnified Party a release from all liability in shall bear its own costs and expenses with respect to such participation, except that the fees and expenses of such claimother counsel shall be recoverable from the Indemnifying Party if the Third Party Claim involves, in form and substance reasonably satisfactory based on advice of counsel to the Indemnified Party, a conflict exists or could reasonably be expected to arise (including as a result of the availability of different or additional defenses available to one party that are not available to the other party) which, under applicable principles of legal ethics, could reasonably be expected to prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in such proceeding. 9.3.4 Notwithstanding anything (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the contrary contained hereinIndemnified Party pursuant to Section 9.03(b) within twenty (20) Business Days after receipt of any Claim Notice, with respect to a then the Indemnified Party shall defend itself against the applicable Third Party claim that can Claim, and be settled reimbursed for its reasonable cost and expense of such defense (but only if the Indemnified Party is actually entitled to CH\1406641 indemnification hereunder) with counsel selected by the payment of moneyIndemnified Party, if a in all appropriate proceedings. In such circumstances, the Indemnified Party shall defend any such Third Party claim is made which Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is unequivocally willing to settle be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but an not control, any defense or settlement controlled by the Indemnified Party elects not pursuant to settlethis Section 9.03(c), then and the Indemnifying Party shall not be liable hereunder, bear its own costs and expenses with respect to such participation; provided, however, if at any Damage Claim arising from time the Indemnifying Party acknowledges in writing that such Third Party claimClaim is an indemnifiable Damage under this Article IX, for more than the amount which Indemnifying Party shall be entitled to assume the defense of such Third Party Claim in accordance with Section 9.03(b). (d) If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any time unequivocally Third Party Claim which the Indemnifying Party elects to contest, including providing access to documents, records and information. In addition, the Indemnified Party will make its personnel reasonably available at no cost to the Indemnifying Party for conferences, discovery, proceedings, hearings, trials or appeals as may be reasonably required by the Indemnifying Party. The Indemnified Party also agrees to cooperate with the Indemnifying Party and its counsel in writing the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person and executing powers of attorney to accept in payment or compromise the extent necessary. (e) A claim for indemnification for any matter not involving a Third Party Claim shall be asserted by notice to the Party from whom indemnification is sought as promptly as practicable (the failure to give prompt notice shall not, however, relieve the Indemnifying Party of its indemnification obligations if such notice is provided within sixty (60) Business Days of the date on which the Indemnified Party knows of the claim plus any related costs for indemnification unless and expenses incurred to the extent the Indemnifying Party is actually prejudiced by such delay), which notice shall describe in reasonable detail the nature of the claim (to the extent then known) and the basis of the Indemnified Party as of the date of such offer of settlementParty’s request for indemnification under this Agreement.

Procedures. 9.3.1 (a) A party (that is entitled to indemnification under Section 8.2 is referred to herein as the “Indemnified Party”) that intends . In order for an Indemnified Party to claim be entitled to any indemnification provided for under this Section Agreement in respect of, arising out of or involving a Loss by or a claim or demand made by any Person (including a Governmental Authority) against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall promptly notify deliver notice thereof to the other party Seller with reasonable promptness after receipt by such Indemnified Party of written notice of the Third Party Claim and shall provide the Seller with such information with respect thereto as the Seller may reasonably request. The failure to provide such notice, however, shall not release the Seller from any of its obligations under this Article VIII except to the extent that the Seller is materially prejudiced by such failure. (b) If the “Indemnifying Party”) Seller acknowledges in writing of its obligation to indemnify the Indemnified Party against any claim of and all Losses that may result from a Third Party Claim pursuant to the terms of this Agreement, the Seller shall have the right, upon written notice to the Indemnified Party within 15 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Seller (which may expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Seller and reasonably be expected satisfactory to result in the Indemnified Party; provided, however, that the Seller will not have the right to assume or continue control of such defense if the claim (1) seeks non-monetary relief, (2) involves criminal allegations, or (3) involves a claim for Damages (“Damage Claim”) which, upon reasonable determination by the Indemnified Party, the Seller failed or is failing to diligently prosecute or defend. Notice The Seller shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Seller has not assumed the defense thereof. If the Seller does not expressly elect to assume the Indemnifying defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 8.3(b) or is barred from assuming or continuing such defense by this Section 8.3(b), the Indemnified Party shall include a copy have the sole right to assume the defense of and to settle such Third Party Claim; provided, however, any such settlement without the consent of the Seller shall have no effect or be conclusive as to a determination of whether the Indemnified Party is entitled to indemnification hereunder. If the Seller assumes the defense of such Third Party claim. An Indemnifying Claim, the Indemnified Party shall have the right to direct employ separate counsel and to participate in the defensedefense thereof, compromise or settlement but the fees and expenses of such claim with counsel selected by it, provided shall be at the Indemnifying Party gives written notice to expense of the Indemnified Party unless (i) the employment of its election such counsel shall have been specifically authorized in writing by the Seller or (ii) the named parties to do so within twenty the Third Party Claim (20including any impleaded parties) days after receipt include both the Indemnified Party and the Seller, and the Indemnified Party shall have been advised by such counsel that there are one or more legal defenses available to it that are different from or additional to those available to the Seller (in each such case, the fees and expenses of notice in accordance with such counsel shall be at the preceding sentenceexpense of the Seller). If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed Seller assumes the defense of any such claim, the Indemnified Third Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counselshall, if retainedat the Seller’s expense, shall consult and reasonably cooperate with counsel for the Indemnifying Party Seller in defending against such defense and make available to the Seller all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Seller. If the Seller assumes the defense of any such Third Party claim. Such cooperation Claim, the Seller shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstancesnot, without the prior written consent of the Indemnified PartyParty which consent shall not be unreasonably withheld, settle conditioned or delayed, enter into any settlement or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified with respect to such Third Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability Claim. (c) The indemnification required hereunder in respect of such claima Third Party Claim shall be made by prompt payment by the Seller of the amount of actual Losses in connection therewith, in form as and substance reasonably satisfactory when bills are received by the Seller. (d) The Seller shall not be entitled to require that any Action be made or brought against any other Person before Action is brought or claim is made against it hereunder by the Indemnified Party. 9.3.4 Notwithstanding anything to (e) In the contrary contained herein, with respect to event any Indemnified Party should have a claim against the Seller hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Seller. The failure to provide such notice, however, shall not release the Seller from any of its obligations under this Article VIII, except to the extent that can be settled the Seller is materially prejudiced by such failure, and shall not relieve the Seller from any other obligation or liability that it may have to the Indemnified Party otherwise than pursuant to this Article VIII. If the Seller does not notify the Indemnified Party within 10 Business Days following its receipt of such notice that the Seller disputes its liability to the Indemnified Party hereunder, such claim specified by the payment Indemnified Party in such notice shall be conclusively deemed a liability of money, if the Seller hereunder and the Seller shall pay the amount of such liability to the Indemnified Party on demand. (f) In order to seek indemnification under this Article VIII for a Third Party claim is made which Claim or otherwise (and, in addition to the Third Party is unequivocally willing to settle but an procedures set forth herein), the Indemnified Party elects not shall deliver a written demand to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than Seller which contains (i) a description and the amount which such Third Party at of any time unequivocally agrees in writing Losses incurred or reasonably expected to accept in payment or compromise of the claim plus any related costs and expenses be incurred by the Indemnified Party, to the extent known, (ii) a statement that the Indemnified Party as is entitled to indemnification under this Article VIII for such Losses and a reasonably detailed explanation of the date basis therefor, and (iii) a demand for payment in the amount of such offer Losses. (g) Notwithstanding the provisions of settlementSection 10.9, the Seller hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on the Seller with respect to such claim anywhere.

Procedures. 9.3.1 A party (the “Indemnified Party”a) that intends to Any Person making a claim for indemnification under this Article VII or under Section 8.03 (an “Indemnitee,” it being understood and agreed that only the Representative shall have the right to make a claim for indemnification under this Article VII on behalf of the Seller Parties and only the Purchaser shall have the right to make a claim for indemnification under this Article VII or Section 8.03 on behalf of the Purchaser Parties) shall notify the Purchaser (in the case of a claim by the Representative on behalf of the Seller Parties) or the Representative (in the case of a claim by the Purchaser on behalf of the Purchaser Parties) (in such context, the Purchaser or the Representative being referred to herein as an “Indemnitor”) of the claim in writing promptly after receiving written notice of any pending or threatened action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or discovering the liability, obligation, or facts giving rise to such claim for indemnification, describing the claim, the amount thereof (if known and quantifiable) and the basis thereof (it being understood that such Indemnitee may assert a claim for indemnification hereunder by sending written notice to the Indemnitor pursuant to the terms of this Agreement, and shall not be required to file an actual claim for indemnification with a Governmental Entity in order to properly deliver a notice of a claim hereunder); provided that (i) subject to Section 7.01, the failure to so notify the Indemnitor shall not relieve the Indemnitor of its obligations hereunder except to the extent, and only to the extent, the Indemnitor shall have been prejudiced as a result of such failure, and (ii) references to payment obligations or similar references of the Indemnitor when the Indemnitor is the Representative shall only be satisfied out of the funds then remaining and available in the Escrow Account pursuant to Section 7.02 and the Escrow Agreement and the right of set-off pursuant to Section 7.02(c). In that regard, if any action, lawsuit, proceeding, investigation, or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnitee to indemnity pursuant to this Article VII or under Section 8.03, the Indemnitee shall promptly notify the Indemnitor of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto, but, subject to Section 7.01, failure to provide such notification shall not affect the rights of the Indemnitee hereunder except to the extent set forth in clause (i) to the proviso to the preceding sentence. Any Indemnitor shall be entitled to participate in the defense of such action, lawsuit, proceeding, investigation or other party claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option shall be entitled to assume the defense thereof with reputable counsel reasonably acceptable to the Indemnitee; provided that any Indemnitor shall continue to be entitled to assert any limitation on any claims contained herein; and provided further that the Indemnitor shall not have the right to assume control of such defense and shall pay the fees and expenses of reputable counsel retained by the Indemnitee and reasonably acceptable to the Indemnitor, if the claim which the Indemnitor seeks to control (t) involves a claim that is reasonably likely to have a material adverse effect on the “Indemnifying Party”Indemnitee’s reputation, customer or supplier relations or future business prospects, (u) seeks equitable or injunctive relief, except where equitable or injunctive relief is incidental to a primary claim or claims for monetary damages, (v) is brought by a Governmental Entity, except as provided in writing of any claim of a Third Party which may Section 8.03(j), (w) involves criminal allegations, (x) would reasonably be expected to result in greater liability to the Indemnitee than the Indemnitor, taking into account the Deductible, the Indemnification Cap and other limitations on indemnification herein; (y) is one in which the Indemnitor is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor, or (z) involves a claim for Damages (“Damage Claim”) which, upon petition by the Indemnified PartyIndemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend (each of clauses (t) through (z), a “Litigation Condition”). Notice by the Indemnified Party Notwithstanding anything herein to the Indemnifying Party contrary, the Purchaser and the Surviving Company shall include a copy be entitled to control the defense of the Third Party claim. An Indemnifying Party Xxxxxxx Matter; provided that, the Purchaser and the Surviving Company shall permit the Representative, at its own expense, to participate in the defense of the Xxxxxxx Matter. (b) If the Indemnitor is permitted to assume and control the defense and elects to do so, the Indemnitee shall have the right to direct employ counsel separate from counsel employed by the defenseIndemnitor in any such action and to participate in the defense thereof, compromise but the fees and expenses of such counsel employed by the Indemnitee that are incurred after the Indemnitor’s assumption and control of the defense shall be at the expense of the Indemnitee unless the employment thereof has been specifically authorized by the Indemnitor in writing. (c) If the Indemnitor shall control the defense of any such claim then the Indemnitor shall be entitled to settle such claim; provided, that, the Indemnitor shall obtain the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnitee or if such settlement does not expressly and unconditionally release the Indemnitee from all liabilities and obligations with counsel selected by it, provided the Indemnifying Party gives written notice respect to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentencesuch claim without prejudice. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume Indemnitee shall control the defense of any such claim at any time prior due to settlement, compromise or final determination thereof if and only if such assumption would (i) the Indemnitor’s election not prejudice to assume control of the defense of such claim or the rights (ii) is unable to assume control of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where due to the Indemnifying Party has assumed defense existence of any Damage Claimone or more Litigation Conditions, the Indemnified Party and its counsel, if retained, Indemnitee shall consult and cooperate with counsel for the Indemnifying Party in defending against not pay or settle any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, claim without the prior written consent of the Indemnified PartyIndemnitor, settle which consent may not be unreasonably withheld, conditioned or compromise any claim or delayed; provided, however, that the prior written consent to of the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party Indemnitor shall not be liable hereunder, required if (i) the terms of such settlement obligate the Indemnitee to pay the full amount of damages in connection with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred (including amounts covered by the Indemnified Party as of the date of such offer of settlement.then-remaining Deductible) and

Procedures. 9.3.1 A (a) In order for an Indemnified Person to be entitled to the benefits of Section 3.1(b), Section 3.1(c) or Section 3.2 with respect to a claim by a third party (the “"Third Party Claim"), such Indemnified Party”) that intends to claim indemnification under this Section Person shall promptly notify the other party (the “Indemnifying Party”) in writing indemnitor promptly after receipt by such Indemnified Person of any claim of a Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party to the Indemnifying Party shall include a copy notice of the Third Party claimClaim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent that the indemnitor shall have been actually prejudiced as a result of such failure. An Indemnifying Thereafter, the Indemnified Person shall deliver to the indemnitor promptly after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person with respect to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnified Person, the indemnitor shall defend and shall have the right to direct compromise, at its own expense, the Third Party Claim. The Indemnified Person will cooperate, at the expense of the indemnitor in connection with such defense. Such cooperation shall include the retention and, compromise or settlement of such claim with counsel selected by itupon the indemnitor's request, provided the Indemnifying Party gives written notice provision to the Indemnified Party indemnitor of its election records, compilations and information which are, in the indemnitor's reasonable opinion, relevant to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claimClaim, the access to premises and making employees available on a mutually convenient basis to be interviewed, to testify and to provide additional information and explanation of any material provided. The Indemnified Party will (upon further notice to the Indemnifying Party) Person shall have the right to undertake the defenseright, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and expense, to participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such a Third Party claimClaim. Such cooperation In no event shall include, an Indemnified Person compromise a Third Party Claim without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party the reasonable consent of the indemnitor. The indemnitor shall not under any circumstancesnot, without the written reasonable consent of the Indemnified PartyPerson, settle compromise, or compromise any claim or consent refuse to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claimcompromise, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by Claim which seeks or provides for equitable relief or otherwise affects the payment of money, if a Third Party claim is made which operations or the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise contingent liabilities of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlementPerson.

Procedures. 9.3.1 A (a) The party seeking indemnification under Section 11.02 (the “Indemnified Party”) that intends agrees to claim indemnification under this Section shall promptly notify give prompt notice to the other party against whom indemnity is sought (the “Indemnifying Party”) in writing of the assertion of any claim claim, or the commencement of a Third Party which may reasonably be expected to result in a claim for Damages any suit, action or proceeding (“Damage Claim”) by in respect of which indemnity may be sought under such Section and will provide the Indemnified PartyIndemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. Notice by the Indemnified Party The failure to so notify the Indemnifying Party shall include a copy not relieve the Indemnifying Party of its obligations hereunder, except to the Third Party claim. An extent such failure shall have adversely affected the Indemnifying Party. (b) The Indemnifying Party shall have be entitled to participate in the right defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to direct the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, compromise or settlement of such claim with counsel selected by it, provided in each case at its expense. (c) If the Indemnifying Party gives written notice to shall assume the Indemnified control of the defense of any Third Party of its election to do so within twenty (20) days after receipt of notice Claim in accordance with the preceding sentence. If provisions of this Section 11.03, (i) the Indemnifying Party fails to so notify shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of its election to defend any such Third Party claimClaim, but only if the settlement does not release the Indemnified Party will (upon further notice from all liabilities and obligations with respect to such Third Party Claim or if the Indemnifying Party) have the right to undertake the defense, compromise settlement imposes injunctive or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of other equitable relief against the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, and (ii) the Indemnified Party shall nonetheless have the right be entitled to select its own counsel and participate in the defense of such claim at Third Party Claim and to employ separate counsel of its choice for its own expense such purpose. The fees and accountexpenses of such separate counsel shall be paid by the Indemnified Party. Where the The Indemnifying Party has assumed defense of shall have no indemnification obligations with respect to any Damage Claim, Third Party Claim that shall be settled by the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the prior written consent of the Indemnified Indemnifying Party, settle or compromise any claim or which consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunderunreasonably withheld, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment delayed or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlementconditioned.

Procedures. 9.3.1 A party (a) If any of Dow or any of their directors, officers, employees and agents, seek indemnification pursuant to Section 10.2, or MCEL or any of their Affiliates or any of their directors, officers, employees and agents, seek indemnification pursuant to Section 10.3, the Person seeking indemnification (the “Indemnified Party”) that intends shall give written notice to claim the party from whom such indemnification under this Section shall promptly notify the other party is sought (the “Indemnifying Party”) promptly (and in writing any event within 30 days) after the Indemnified Party becomes aware of any claim of a Third Party which may reasonably be expected the facts giving rise to result in a such claim for Damages indemnification (an “Damage Indemnified Claim”) specifying in reasonable detail the factual basis of the Indemnified Claim, stating the amount of the Damages, if known, the method of computation thereof, containing a reference to the provision of this Agreement in respect of which such Indemnified Claim arises and demanding indemnification therefor. The failure of an Indemnified Party to provide notice in accordance with this Section 10.5 shall not constitute a waiver of that party’s claims to indemnification pursuant to Section 10.2 or Section 10.3, as applicable, except to the extent that any such failure or delay in giving notice causes the amounts paid by the Indemnified Indemnifying Party to be greater than they otherwise would have been or otherwise results in prejudice to the Indemnifying Party. Notice by If the Indemnified Claim arises from the assertion of any claim, or the commencement of any suit, action or proceeding brought by a Person that is not a party hereto (a “Third Party Claim”), any such notice to the Indemnifying Party shall include be accompanied by a copy of any papers theretofore served on or delivered to the Indemnified Party in connection with such Third Party claim. An Indemnifying Claim. (b) Upon receipt of notice of a Third Party shall have the right Claim from an Indemnified Party pursuant to direct the defenseSection 10.5(a), compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives will be entitled to assume the defense and control of such Third Party Claim subject to the provisions of this Section 10.5. After written notice by the Indemnifying Party to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense and control of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of moneyClaim, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunderto such Indemnified Party for any legal fees or expenses subsequently incurred by such Indemnified Party in connection therewith. Notwithstanding anything in this Section 10.5 to the contrary, if the Indemnifying Party does not assume defense and control of a Third Party Claim as provided in this Section 10.5, the Indemnified Party shall have the right to defend such Third Party Claim, subject to the limitations set forth in this Section 10.5, in such manner as it may deem appropriate. Whether the Indemnifying Party or the Indemnified Party is defending and controlling any such Third Party Claim, they shall select counsel, contractors, experts and consultants of recognized standing and competence, shall take all steps necessary in the investigation, defense or settlement thereof, and shall at all times diligently and promptly pursue the resolution thereof. The party conducting the defense thereof shall at all times act as if all Damages relating to the Third Party Claim were for its own account and shall act in good faith and with reasonable prudence to minimize Damages therefrom. The Indemnified Party shall, and shall cause each of its Affiliates, directors, officers, employees, and agents to, cooperate fully with the Indemnifying Party in connection with any Third Party Claim. (c) The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claims, and the Indemnified Party shall consent to a settlement of, or the entry of any judgment arising from, such Third Party Claims; provided, that the Indemnifying Party shall (1) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (2) shall not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to such Indemnified Party or to the conduct of that party’s business; and (3) shall obtain, as a condition of any settlement or other resolution, a complete and irrevocable release of each Indemnified Party and such settlement or judgment (x) shall not require any admission of liability, fault or wrongdoing by any Indemnified Party or impose any non-monetary obligation on an Indemnified Party (such as, by way of example, and not in limitation, injunctive relief) and (y) shall not require any admission or statement that could reasonably be expected to materially impair, disparage or otherwise adversely affect, the business reputation of the Indemnified Party. Except to the extent of the foregoing, no settlement or entry of judgment in respect of any Third Party Claim shall be consented to by any Indemnifying Party or Indemnified Party without the express written consent of the other party, which consent shall not be unreasonably withheld or delayed. (d) If an Indemnifying Party makes any payment on an Indemnified Claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims or benefits of the Indemnified Party with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A (a) The party seeking indemnification under Section 9.2 (the “Indemnified Party”) that intends agrees to claim indemnification under this Section shall promptly notify give prompt notice to the other party against whom indemnity is sought (the “Indemnifying Party”) in writing of the assertion of any claim claim, or the commencement of any Litigation in respect of which indemnity may be sought under such Section 9.2 stating the amount of the Damages, if known, and the method of computation thereof and containing a Third reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party which may reasonably be expected from any of its obligations under Section 9.2, except to result the extent that such failure materially and adversely prejudices the Indemnifying Party. (b) Except as otherwise set forth in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party to this Agreement, the Indemnifying Party shall include a copy be entitled to participate in the defense of any claim asserted by any third Person (the Third “Third-Party claim. An Indemnifying Party Claim”) and, subject to the limitations set forth in this Section 9.3, shall have the right be entitled to direct the control and appoint lead counsel for such defense, compromise or settlement in each case at its expense, provided that (i) prior to assuming control of such claim with counsel selected by itdefense, provided the Indemnifying Party gives must give written notice of its intention to do so to the Indemnified Party of its election to do so within twenty (20) 20 days after receipt of notice of such Third-Party Claim from the Indemnified Party; (ii) the Indemnifying Party acknowledges in writing that it has an indemnity obligation for any Damages resulting from such Third-Party Claim as provided under Section 9.2; (iii) the Third-Party Claim does not seek to impose any Liability on the Indemnified Party other than money damages; and (iv) the Third-Party Claim does not relate to the Indemnified Party’s relationship with any customer, supplier, manufacturing licensee or representative or employee. (c) If the Indemnifying Party shall assume the control of the defense of any Third-Party Claim in accordance with the preceding sentence. If provisions of Section 9.3(b), the Indemnifying Party fails to so notify shall be entitled without obtaining the prior written consent of the Indemnified Party of its election to defend enter into any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf Third-Party Claim, provided that (i) all monetary damages payable in respect of and for the account and expense of Third-Party Claim are paid by the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, (ii) the Indemnified Party shall nonetheless have receives a full, complete and unconditional release in respect of the right Third-Party Claim without any admission or finding of obligation, liability, fault or guilt (criminal or otherwise) with respect to select its own counsel the Third-Party Claim, and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense (iii) no injunctive, extraordinary, equitable or other relief of any Damage Claim, kind is imposed on the Indemnified Party and or any of its counsel, if retained, shall consult and cooperate with counsel for the Affiliates. The Indemnifying Party in defending against any may otherwise settle such Third Third-Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without Claim only with the written consent of the Indemnified Party, settle which consent will not unreasonably be withheld or compromise delayed. (d) The Indemnified Party shall be entitled to participate in the defense of any claim or consent Third- Party Claim and to employ counsel of its choice for such purpose. The fees and expenses of such separate counsel with respect to the entry Third-Party Claim shall be paid by the Indemnified Party; provided that the Indemnifying Party shall pay the fees and expenses of any judgment which might such separate counsel if (i) the Indemnifying Party has failed to adequately assume and actively conduct the defense of such Third-Party Claim or to employ counsel with respect thereto; or (ii) in any material way prejudice or adversely affect the reasonable opinion of the Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party or its continued business activities and the Indemnifying Party that requires representation by separate counsel, in which does not include as an unconditional term thereof case the giving fees and expenses of such separate counsel will be paid by the claimant or Indemnifying Party. If the plaintiff to conditions of Section 9.3(b) are not satisfied, the Indemnified Party may assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Party will not be bound by any determination of a release from all liability Third-Party Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld or delayed); provided, that the Indemnified Party will not be required to obtain any consent of the Indemnifying Party to the determination of such Third-Party Claim (and will not prejudice its right to be indemnified with respect to such Third-Party Claim by settling such Third-Party Claim) if the Indemnifying Party is asserting that it has no obligation to indemnify the Indemnified Party in respect of such claim. (e) Each party agrees to reasonably cooperate, and to cause its Affiliates to reasonably cooperate, in form the defense or prosecution of any Third-Party Claim and substance shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably satisfactory requested in connection therewith, in each case at the cost and expense of the party who has the obligation to indemnify such Third-Party Claim, and such cooperation only to the Indemnified Partyextent so as to not waive any attorney-client privilege or otherwise breach any confidentiality agreements. 9.3.4 Notwithstanding anything (f) If the Indemnifying Party controls the defense of any Third-Party Claim pursuant to the contrary contained hereinSection 9.3(b), with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable under Section 9.2 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment consent will not be unreasonably withheld or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlementdelayed.

Procedures. 9.3.1 A The party (the “Indemnified Party”) that intends to claim seeking indemnification under this Section ("Indemnitee") shall promptly notify give the other party from whom it seeks indemnification ("Indemnitor") prompt notice, of the “Indemnifying Party”) in writing assertion of any claim of a Third Party which may reasonably such claim. The right to Indemnification under this Agreement shall not be expected affected by any failure to result give or any delay in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party giving such notice unless, and then only to the Indemnifying Party shall include a copy extent that, the rights and remedies of the Third Party claim. An Indemnifying Party party to whom such notice was to have been given shall have been prejudiced. The Indemnitor shall assume the right defense of any indemnification claim provided, however, that if the Indemnitor fails, within a reasonable time after receipt of written notice of such claim, to direct assume the defense, compromise or compromise, and settlement of such claim with counsel selected by itclaim, provided the Indemnifying Party gives written notice to Indemnitee shall (upon notifying the Indemnified Party Indemnitor of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Partyso) have the right to undertake the defense, compromise or compromise, and settlement of such claim on behalf of and for the account and expense risk of the Indemnifying Party, subject to Indemnitor (it being understood and agreed that the right of the Indemnifying Party Indemnitor shall thereafter not be entitled to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account). Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party The Indemnitor shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise (i) any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which that does not include as an unconditional term thereof the giving grant by the claimant or the plaintiff to the Indemnified Party 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 claim, in form and substance reasonably satisfactory if any, which both concede is subject to indemnification. To the Indemnified Partyextent that the parties are unable to reach some compromise, either party may unilaterally submit the matter for determination by a court of competent jurisdiction. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as of the date of such offer of settlement.

Procedures. 9.3.1 A The following provisions shall apply to claims for Losses from claims by a third party (the “Indemnified Party”) that intends to claim indemnification under this Section shall promptly notify the other "Claim"). The indemnifying party (the “Indemnifying Party”) in writing of any claim of a Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) by the Indemnified Party. Notice by the Indemnified Party to the Indemnifying Party shall include a copy of the Third Party claim. An Indemnifying Party shall have the right absolute right, in its sole discretion and expense, to direct the defenseelect to defend, compromise contest or settlement otherwise protect against any such Claim with legal counsel of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to its own selection. The Indemnified Parties or the Indemnified Party Company Parties, as the case may be, shall have the right, but not the obligation, to participate, at their own expense, in the defense thereof through counsel of its election their own choice and shall have the right, but not the obligation, to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceassert any and all cross-claims or counterclaims they may have. If the Indemnifying Party fails to so notify The Indemnified Parties or the Indemnified Party 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 election prosecution under the last sentence of this section of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying party fails timely to defend defend, contest or otherwise protect against any such Third Party claimsuit, action, investigation, claim or proceeding, the Indemnified Party will (upon further notice 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 subrogated to the Indemnifying Party) have the right to undertake the defense, compromise claims or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, Parties or the Indemnified Party shall nonetheless have Company Parties, as the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claimcase may be, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending as against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, other Persons with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred Loss paid by the Indemnified Party as of the date of such offer of settlementindemnifying party under this section.

Procedures. 9.3.1 A party (a) Any Person entitled to be indemnified under this Article X (the “Indemnified Party”) that intends to claim indemnification under this Section shall promptly notify give written notice to the other party Party from whom indemnification may be sought (the “Indemnifying Party”) in writing of any claim of a Third pending or threatened Proceeding against the Indemnified Party which may that has given or would reasonably be expected to result in give rise to such right of indemnification with respect to such Proceeding (a claim for Damages (“Damage Third Party Claim”), indicating, with reasonable specificity, the nature of such Third Party Claim, the basis therefor, a copy of any documentation received from the third party, the amount and calculation of the Covered Losses for which the Indemnified Party is entitled to indemnification under this Article X (and a good faith estimate of any such future Covered Losses relating thereto), and the provision(s) of this Agreement in respect of which such Covered Losses shall have occurred, and the Indemnified Party shall promptly deliver to the Indemnifying Party any information or documentation related to the foregoing reasonably requested by the Indemnified Indemnifying Party. Notice A failure by the Indemnified Party to give notice and to tender the defense of the Proceeding in a timely manner pursuant to this Section 10.4(a) shall not limit the obligations of the Indemnifying Party under this Article X, except to the extent such Indemnifying Party is prejudiced thereby. (b) With respect to any Third Party Claim, the Indemnifying Party under this Article X shall have the right, but not the obligation, to assume the control and defense, at its own expense and by counsel of its own choosing, of such Third Party Claim and any Third Party Claims related to the same or a substantially similar set of facts; provided that the Indemnifying Party shall include a copy not be entitled to assume the control and defense of the such Third Party claim. An Indemnifying Party Claim, and shall have pay the right to direct the defense, compromise or settlement reasonable fees and expenses of such claim with counsel selected retained by it, provided the Indemnifying Party gives written notice to the Indemnified Party, if such Third Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentenceClaim is a criminal Proceeding. If the Indemnifying Party fails so undertakes to so control and defend any such Third Party Claim, it shall notify the Indemnified Party of its election intention to defend do so, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the defense against, and settlement of, any such Third Party claimClaim; provided, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defensehowever, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of that the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would shall not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against settle any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, Claim without the written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless such settlement does not involve any injunctive relief against or any finding or admission of any violation of Law or wrongdoing by the Indemnified Party, settle or compromise and any claim or consent money damages are borne solely by the Indemnifying Party. Subject to the entry of any judgment which might in any material way prejudice or adversely affect foregoing, the Indemnified Party or shall have the right to employ separate legal counsel and to participate in but not control the defense of such Proceeding at its continued business activities own cost and which does not expense; provided that, subject to the provisions of this Article X, the Indemnifying Party shall bear the reasonable fees of one firm of legal counsel (and one additional firm of legal counsel in each jurisdiction implicated in such Proceeding) representing all Indemnified Parties in such Proceeding and all related Proceedings, if, but only if, the defendants in such Proceeding include as both an unconditional term thereof Indemnified Party and the giving by Indemnifying Party, and such Indemnified Party shall have reasonably concluded, based on the claimant or advice of legal counsel, that there is a material conflict of interest between the plaintiff to Indemnifying Party and the Indemnified Party with respect to such Proceeding. In any event, the Indemnified Party shall cause its legal counsel to cooperate with the Indemnifying Party and its legal counsel and shall not assert any position in any Proceeding inconsistent with that asserted by the Indemnifying Party. No Indemnified Party may settle any Third Party Claim without the written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). If the Indemnifying Party does not assume the control and defense of a release from all liability Third Party Claim, it shall nevertheless be entitled to participate in respect the defense of such Proceeding at its own cost and expense, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the defense against, and settlement of, any such Third Party Claim. (c) In the event that any Indemnified Party has or may have an indemnification claim against any Indemnifying Party under this Article X that does not involve a Third Party Claim, the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party indicating, with reasonable specificity, the nature of such claim, the basis therefor, the amount and calculation of the Covered Losses for which the Indemnified Party is entitled to indemnification under this Article X (and a good-faith estimate of any such future Covered Losses relating thereto), and the provision(s) of this Agreement in form respect of which such Covered Losses shall have occurred, and substance reasonably satisfactory the Indemnified Party shall promptly deliver to the Indemnified Party. 9.3.4 Notwithstanding anything Indemnifying Party any information or documentation related to the contrary contained hereinforegoing reasonably requested by the Indemnifying Party. A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 10.4(c) shall not limit the obligations of the Indemnifying Party under this Article X, except to the extent such Indemnifying Party is prejudiced thereby. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a Third Party claim that can resolution of such dispute and, if not resolved through negotiations, such dispute shall be settled resolved by litigation in the payment appropriate court of moneycompetent jurisdiction set forth in Section 11.8. (d) Notwithstanding the foregoing, if a Third Party Claim includes or would reasonably be expected to include both a claim for Taxes that are Assumed Liabilities pursuant to Section 2.6(e) (“Purchaser Taxes”) and a claim for Taxes that are not Assumed Liabilities pursuant to Section 2.6(e) (“Seller Taxes”), and such claim for Seller Taxes is made which not separable from such a claim for Purchaser Taxes, Purchaser (if the claim for Purchaser Taxes exceeds or reasonably would be expected to exceed in amount the claim for Seller Taxes) or otherwise Seller (Seller or Purchaser, as the case may be, the “Controlling Party”) shall be entitled to control the defense of such Third Party is unequivocally willing Claim (such Third Party Claim, a “Tax Claim”). In such case, the other party (Seller or Purchaser, as the case may be, the “Non-Controlling Party”) shall be entitled to settle but an Indemnified Party elects not to settle, then participate fully (at the Indemnifying Non-Controlling Party’s sole expense) in the conduct of such Tax Claim and the Controlling Party shall not settle such Tax Claim without the consent of such Non-Controlling Party (which consent shall not be liable hereunderunreasonably withheld, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment conditioned or compromise of the claim plus any related delayed). The costs and expenses incurred by of conducting the Indemnified Party as defense of such Tax Claim shall be reasonably apportioned based on the relative amounts of the date of such offer of settlementTax Claim that are Seller Taxes and that are Purchaser Taxes.