Common use of Procedures Clause in Contracts

Procedures. Any party entitled to indemnification hereunder shall give prompt notice to the indemnifying party of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claim.

Procedures. Any (a) In order for a party (the “indemnified party”), to be entitled to any indemnification provided for under this 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 indemnifying party in writing of 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 Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the 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 prompt 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 third material provided hereunder. Whether or not the indemnifying party claim assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to which it seeks indemnification (failure to do so shall not preclude to, or settle, compromise or discharge, such party’s right to indemnification if such failure does not materially prejudice Third Party Claim without the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its prior written consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld withheld. If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or delayeddischarge 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 which does that would not include as an unconditional term thereof otherwise adversely affect the giving indemnified 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 fees and expenses of counsel incurred by the relevant third party to each indemnified party a release 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 for money damages. If such equitable relief or other relief portion of all liability in respect the Third Party Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of such claimthe portion relating to money damages.

Procedures. Any party In order for a Party (the “Indemnified Party”) to be entitled to any indemnification hereunder shall give prompt notice to provided for under this 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 indemnifying party (the “Indemnifying Party”) in writing (and in reasonable detail) of any third party claim with respect to which it seeks indemnification the Third Party Claim within fifteen (15) Business Days after receipt by such Indemnified Party of notice of the Third Party Claim; provided, however, that failure to do so give such notification shall not preclude such party’s right to affect the indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished provided under this Agreement except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the prejudiceIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days’ after the Indemnified Party’s receipt thereof, copies of all notices and permit such indemnifying party documents (including court papers) received by the Indemnified Party 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 of such claim thereof with counsel reasonably satisfactory to selected by the indemnified party; provided that any person entitled to indemnification hereunder Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of 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 claim, but defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of such counsel shall be at employed by the expense of such indemnified person unless Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (i) other than during any period in which the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party Indemnified Party shall have failed to assume give notice of the 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 such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying partya Third Party Claim, the indemnifying party will Indemnified Party shall not be subject to admit any liability for any settlement made with respect to, or settle, compromise or discharge, such Third Party Claim without its the Indemnifying Party’s prior written consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld withheld). If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or delayeddischarge 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 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 Loss, if known, and which does not include as an unconditional term thereof method of computation thereof, and containing a specific reference to the giving by the relevant third party to each indemnified party a release provisions of all liability 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. Any 9.3.1 A party entitled (the “Indemnified Party”) that intends to claim indemnification hereunder under this Section shall give prompt 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 indemnifying party Indemnified Party of any third party claim with respect to which it seeks indemnification (failure its election to do so shall not preclude 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 party’s Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to indemnification if undertake the defense, compromise or settlement of such failure does not materially prejudice claim on behalf of and for the indemnifying partyaccount and expense of the Indemnifying Party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished subject to the extent right of the prejudice), and permit such indemnifying party Indemnifying Party to assume the defense of such claim with counsel reasonably satisfactory at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the indemnified party; provided that 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 person entitled to indemnification hereunder such claim, the Indemnified Party shall nonetheless have the right to employ separate select its own counsel and to participate in the defense of such claim, but claim at and for its own expense and account. Where the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party Indemnifying Party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the assumed defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying partyany Damage Claim, the indemnifying party will not be subject to Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any liability such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for any settlement made without its consent (but such consent interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not be unreasonably withheld or delayed). No indemnifying party shall consent to under any settlement of a claim circumstances, without the written consent of the indemnified partyIndemnified Party, settle or compromise any claim or consent to the entry of any judgment which consent shall not be unreasonably withheld might in any material way prejudice or delayed, adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the relevant third party claimant or the plaintiff to each indemnified party the Indemnified Party a release of 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. Any (a) The party entitled to seeking indemnification hereunder under Section 6.01 (the “Indemnified Party”) shall give prompt notice in writing to the indemnifying party Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party claim with (“Third Party Claim”) in respect to of which it seeks 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 do so notify the Indemnifying Party shall not preclude such party’s right to indemnification if such failure does not materially prejudice relieve the indemnifying partyIndemnifying Party of its obligations hereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of the prejudice), and permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder failure shall have materially and adversely prejudiced the right to employ separate counsel and 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 claimdefense, but 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 at borne by Pernix. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the expense defense of such indemnified person unless any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the indemnifying party has agreed Indemnifying Party does not deliver the acknowledgment referred to pay such fees or expensesin Section 6.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 6.03(a), or (ii) the indemnifying party 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 have failed to assume the control of the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by any Third Party Claim in accordance with the indemnifying partyprovisions of this Section 6.03, the indemnifying party will not be subject to any liability for any settlement made without its Indemnifying Party shall obtain the prior written consent of the Indemnified Party (but such consent which shall not be unreasonably withheld withheld, conditioned or delayed). No indemnifying party shall consent to ) 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 case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that the Indemnifying Party shall 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 conflict of interest. (f) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (g) In the event an Indemnified Party has a claim without for indemnity under Section 6.01 against an Indemnifying Party that does not involve a Third Party Claim, the consent #90879273v29 Indemnified Party agrees to give prompt, written notice of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The 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. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a written notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Damages with respect to such claim, such Damages shall be conclusively deemed a liability of the indemnified party, which consent Indemnifying Party and the Indemnifying Party shall not be unreasonably withheld or delayed, promptly pay to the Indemnified Party any and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to such claim, the Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by binding arbitration pursuant to the terms set forth in ‎Section 8.07.

Procedures. (i) Any party entitled to seeking indemnification hereunder under this Section 7 (the "Indemnified Party") shall give prompt the party from whom indemnification is being sought (the "Indemnifying Party") notice of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 30 days of such determination, stating the indemnifying party 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 claim with respect 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 it seeks indemnification (failure to do so shall not preclude may entitle such party’s right Indemnified Party to indemnification if under this Section 7, such failure does not materially prejudice Indemnified Party shall give the indemnifying party, Indemnifying Party written notice of such claim or the commencement of such action or proceeding and if such failure does materially prejudice shall permit the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim. The failure to give the Indemnifying Party timely notice under this Section 7 shall not preclude the Indemnified Party from seeking indemnification from the Indemnifying Party unless the Indemnifying Party has been materially prejudiced by such failure. (ii) If the Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably satisfactory acceptable to the indemnified party; provided that any person entitled Indemnified Party, the obligations of the Indemnifying Party as to indemnification hereunder such claim shall have be limited to assuming, in good faith, the right to employ separate counsel defense of such claim or litigation and to participate holding the Indemnified Party harmless from and against any losses, damages and liabilities caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom; provided, however, that the Indemnified Party may participate, at its expense, in the defense of such claim, but claim or litigation provided that the fees Indemnifying Party shall direct and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume control the defense of such claim or litigation. The Indemnified Party shall cooperate and employ counsel make available all books and records reasonably satisfactory to such personnecessary and useful in connection with the defense. If such defense is not assumed by Without the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the written consent of the indemnified partyIndemnified Party, which the Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent shall not be unreasonably withheld to entry of any judgment or delayed, and enter into any settlement which does not include as an unconditional term thereof the giving by the relevant third party claimant or the plaintiff to each indemnified party the Indemnified Party of a release of from all liability in respect of such claimclaim or litigation. No such claim or litigation resulting therefrom which is being defended in good faith by the Indemnifying Party shall be settled or compromised without the written consent of the Indemnifying Party. (iii) If the Indemnifying Party shall not, within 30 days of receipt of notice of any such claim or litigation, give notice to the Indemnified Party of its intention to assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may, but shall have no obligation to, defend against such claim 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 the amount of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such claim or litigation. In addition, the Indemnifying Party shall promptly pay the amount of any judgment rendered with respect to such claim or in such litigation.

Procedures. Any party Person that may be entitled to indemnification hereunder under this Agreement (an "Indemnified Party") shall give prompt written notice to the indemnifying party Person obligated to indemnify it (an "Indemnifying Party") with reasonable promptness upon becoming aware of any third party claim or other facts upon which a claim for indemnification will be based; the notice shall set forth such information with respect thereto as is then reasonably available to which it seeks indemnification (failure to do so the Indemnified Party. The Indemnifying Party shall not preclude such party’s have the right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume undertake the defense of any such claim asserted by a third party with counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall cooperate in such defense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party in connection therewith at the Indemnifying Party's expense. In the event that the Indemnifying Party shall have assumed the defense of the claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying partyIndemnified Party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld liable to the Indemnified Party for any legal or delayed)other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof. No indemnifying party The Indemnifying Party shall consent to not be liable for any settlement of a claim settled without the consent of the indemnified partyits consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall obtain the written consent of the Indemnified Party prior to ceasing to defend, and which does not include as an unconditional term thereof settling or otherwise disposing of any claim. In no event shall CID Lines constitute, settle or otherwise resolve any claim relating to the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimTrademark.

Procedures. Any (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 entitled and such Indemnified Party has actual knowledge thereof (a “Third-Party Claim”), such Indemnified 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 Indemnifying Party in a writing that (i) describes such Third-Party Claim in reasonable detail (including the particular sections of this Agreement pursuant to which indemnification hereunder shall give prompt notice is being sought by the Indemnified Party) and (ii) sets forth the amount or the estimated amount sought thereunder to the indemnifying party 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 third party claim such delay has a direct, material adverse and prejudicial effect on the Indemnifying Party with respect to such Third-Party Claim (in which it seeks case, the Indemnifying Party shall be relieved only of any portion of the indemnification (failure liability hereunder that resulted from such delay); provided, further, that for any Third-Party Claims relating to do so the exposure or alleged exposure of any person to asbestos or asbestos-containing substances or materials, the Indemnified Party shall not preclude such party’s right be required to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished submit a formal Claim Notice to the extent Indemnifying Party and may instead promptly forward a copy of any complaint, demand letter or similar documentation to the Indemnifying Party. The Indemnifying Party shall 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 prejudice), and permit such indemnifying party Claim Notice (the “Notice Period”) to notify the Indemnified Party whether the Indemnifying Party desires to assume the control, investigation and defense of such claim with counsel reasonably satisfactory Third-Party Claim. 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 indemnified partycontrary 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 person entitled litigation filings or substantive correspondence with other parties with respect to indemnification hereunder 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 employ separate counsel control the investigation and to participate in the defense of such claim, but the fees and expenses of such counsel shall be Third-Party Claim at the expense 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 is reasonably acceptable to the Indemnified Party; provided, further, that, other than with respect to the Specified Matter, the Indemnifying Party acknowledges in writing that it is obligated to indemnify the Indemnified Party against any Losses that may be directly or indirectly suffered, paid, incurred or sustained by the Indemnified Party that, directly or indirectly, arise out of, result from or are related to such indemnified person unless (i) Third-Party Claim to the indemnifying party has agreed to pay such fees or expenses, or extent required hereunder; (ii) the indemnifying party Indemnifying Party shall have failed not settle or compromise or offer to assume settle or compromise (“Settlement”) or consent to the defense entry of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject any Order with respect to any liability for any settlement made Third-Party Claim (including the Specified Matter) without its the Indemnified Party’s prior written consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld 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 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 Affiliates, (iii) seeks a finding or admission of liability or a violation of any criminal or civil regulatory Legal Requirement by the 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 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 reasonable period to review and comment upon drafts of any documentation relating to any Settlement that the Indemnifying Party proposed to enter into or Order that the Indemnifying Party proposed to consent to, and 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 adversely 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 the status of such Third-Party Claim 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-Party Claim, shall in good faith allow the Indemnified Party 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 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 information and shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of it as possible) to the other party in a manner that does not include as an unconditional term thereof violate any of the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimforegoing clause (i) or clause (ii).

Procedures. Any party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person entitled to seek indemnification hereunder 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 is subject to indemnification under Section 10.2 or Section 10.3 the Indemnified Party shall give prompt notice promptly (i) notify the Party against whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the indemnifying party Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of any third party claim the Third Party Claim, a copy of all papers served with respect to which it seeks 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 (failure under this Agreement. Failure to do so timely provide such Claim Notice shall not preclude such partyaffect the right of the Indemnified Party’s right to indemnification if such failure does not materially prejudice the indemnifying partyhereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of (and then only to the prejudice), and permit extent) the Indemnifying Party is prejudiced by such indemnifying party to assume the defense of such claim 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 partyIndemnified 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 full control of such defense and proceedings, including any compromise or settlement thereof; provided that the prior written consent of the Indemnified Party shall be required with respect to any person entitled such compromise or settlement if (A) the Indemnified Party or any of its Affiliates would be required to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense pay any monetary damages as a result of such claimcompromise 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 Claim. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or 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 fees 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 defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s outside counsel shall be at have reasonably concluded and advised in writing (with a copy to the expense of Indemnifying Party) that there are defenses available to such indemnified person unless Indemnified Party that are different from or additional to those available to the Indemnifying Party or (iy) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party Indemnified Party’s outside counsel shall have failed advised in writing (with a copy to assume the defense Indemnifying Party) that there is a conflict of such interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. (c) Any claim by an Indemnified Party on account of Damages that does not result from a Third Party Claim (a “Direct Claim”) must be asserted by giving the Indemnifying Party written notice thereof prior to the expiration of the applicable survival period set forth in Section 10.1. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and employ counsel indicate the estimated amount, if reasonably satisfactory practicable, of Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) Business Days within which to respond in writing to such personDirect Claim. If the Indemnifying Party does not so respond within such defense is not assumed by the indemnifying partytwenty (20) Business Day period, the indemnifying party Indemnifying Party will not be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (d) Any indemnification payment made pursuant to this Agreement shall be net of any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent insurance proceeds realized by and paid to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability Indemnified Party in respect of such claim.

Procedures. Any party entitled (a) The terms of this Section 7.4 shall apply to any claim (a "Claim") for indemnification hereunder 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 "Indemnifying Party") under the applicable Section, which party may assume the defense thereof, provided that any delay or failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is materially prejudiced by reason of such delay or failure. The Indemnified Party shall have the right to approve any counsel selected by the Indemnifying Party and to approve the terms of any third party 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 the Indemnified Party in respect of the claim with respect in question). Notwithstanding any of the foregoing to which it seeks indemnification (failure to do so the contrary, the provisions of this Article 7 shall not preclude such party’s right be construed so as to provide for the indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of 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 prejudice)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, and permit the Indemnifying Party will keep the Indemnified Party advised as to all material developments in connection with such indemnifying party Claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewith. (c) In the event that the Indemnifying Party fails to assume the defense of such claim with counsel reasonably satisfactory to any Claim within ten Business Days after receiving written notice thereof, the indemnified party; provided that any person entitled to indemnification hereunder Indemnified Party shall have the right, subject to the Indemnifying Party's right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense pursuant to the provisions of this Article 7, to undertake the defense, compromise or settlement of such claim Claim for the account of the Indemnifying Party. Unless and employ counsel reasonably satisfactory to such person. If such until the Indemnified Party assumes the defense is not assumed by the indemnifying partyof any Claim, the indemnifying party will not be subject Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each Indemnified Party shall agree in writing prior to any liability such advancement that, in the event he or it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that it shall 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 connection with any settlement made without its consent Claim for more than one firm of counsel (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent and local counsel) for each of the indemnified partyfollowing groups of Indemnified Parties: (i) Purchaser, which consent shall not be unreasonably withheld or delayedits Affiliates, directors, shareholders, officers, employees, agents and/or the legal representatives of any of them; and which does not include as an unconditional term thereof (ii) Seller, its Affiliates, directors, shareholders, officers, employees, agents and/or the giving by the relevant third party to each indemnified party a release legal representatives of all liability in respect any of such claimthem.

Procedures. Any party (a) In order for an Indemnified Party to be entitled to any indemnification hereunder provided for under Sections 7.3, 10.2 and 10.3, such Indemnified Party shall give prompt deliver written notice of a claim for indemnification with reasonable promptness to the indemnifying party Indemnifying Party, which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party's request for indemnification hereunder; provided that any failure to timely give such notice shall not relieve the Indemnifying Party of any third party claim of its obligations under this Section 10.7(a) except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, the Indemnified Party may initiate a judicial proceeding in accordance with the conditions set forth in Sections 11.10, 11.13 and 11.14. (b) If an Indemnified Party is notified of a Third Party Claim which it seeks may give rise to a claim for indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying partyagainst any Indemnifying Party under Section 10.4, then the indemnified party’s rights Indemnified Party shall only be diminished promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to such Third Party Claim to the extent feasible and the basis of the prejudice)Indemnified Party's request for indemnification hereunder; provided that any failure to timely give such notice shall not relieve the Indemnifying Party of any of its obligations under this Section 10.6(b) except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c) Any Indemnifying Party may, and permit such indemnifying party to assume at the request of the Indemnified Party shall, participate in and control the defense of such claim the Third Party Claim with counsel of its choice reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of such indemnified person the Indemnified Party unless (i) the indemnifying party employment thereof has agreed to pay such fees or expensesbeen specifically authorized in writing by the Indemnifying Party, or (ii) the indemnifying party shall have Indemnifying Party failed to assume the defense of such claim and employ counsel reasonably satisfactory or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the person or entity asserting the Third Party Claim or any cross-complaint against any person or entity, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party shall give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such personcooperation. (d) If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to subparagraph (c) but fails to diligently prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. If The Indemnified Party shall have full control of such defense is and proceedings; provided that the Indemnified Party shall not assumed by settle such Third Party Claim without the indemnifying partywritten consent of the Indemnifying Party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such which consent shall not be unreasonably withheld withheld. The Indemnifying Party may participate in, but not control, any defense or delayed)settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (e) Notwithstanding the other provisions of this Section 10.7, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 10.7 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall 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. No indemnifying party If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall consent reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. (f) After it has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable to any settlement the Indemnified Party under this Section 10, the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Loss within ten Business Days of receipt by the Indemnifying Party of a claim notice reasonably itemizing the amount of the Loss but only to the extent actually paid or suffered by the Indemnified Party. (g) In the event a Third Party Claim is brought in which the liability as between the Purchaser and an Occidental Party or its Affiliates is alleged to be joint or in which the entitlement to indemnification under this Section 10 has not been determined, the Purchaser and the appropriate Occidental entity shall cooperate in the joint defense of such Third Party Claim and shall offer to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such matter. Such joint defense shall be under the general management and supervision of the Party which is expected to bear the greater share of the liability, unless otherwise agreed; provided, however, that no Party shall settle or compromise any such joint defense matter without the consent of the indemnified partyother Parties, which consent shall not be unreasonably withheld or delayed. Any uninsured costs of such joint defense shall be borne as the Parties may agree, and which does not include as an unconditional term thereof provided, however, that in the giving absence of such agreement, the defense costs shall be borne by the relevant third party Party incurring such costs; provided, further, that, if it is determined that one Party was entitled to each indemnified party a release indemnification under this Section 10, the other Parties shall reimburse the Party entitled to indemnification for all of all liability its costs incurred in respect of connection with such claimdefense.

Procedures. Any party (a) If any Person who or which is entitled to seek indemnification hereunder 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 is subject to indemnification under Section 10.2, the Indemnified Party shall give prompt notice promptly (i) notify the party against whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the indemnifying party Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of any third party claim the Third Party Claim, a copy of all papers served with respect to which it seeks 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 (failure under this Agreement. Failure to do so timely provide such Claim Notice shall not preclude such partyaffect the right of the Indemnified Party’s right to indemnification if such failure does not materially prejudice the indemnifying partyhereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of the prejudice), and permit Indemnifying Party is prejudiced by such indemnifying party delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim with counsel reasonably satisfactory to is an identifiable Loss under this Article X), then the indemnified party; provided that any person entitled to indemnification hereunder Indemnifying Party shall have the right to employ separate defend such Third Party Claim with counsel and to participate in selected by the defense of such claim, but the fees and expenses of such counsel Indemnifying Party (who shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such personthe 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). If The Indemnifying Party shall have full control of such defense is and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for enter into any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim agreement without the written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld 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 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 10.3(b), and which the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not include as an unconditional term thereof notify the giving Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.3(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the relevant third party Indemnified Party (who shall be reasonably satisfactory to each indemnified party the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a release Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all liability available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five (5) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party 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, and the amount of any Loss shall take into account any net Tax benefits attributable to the circumstance or event giving rise to such Loss.

Procedures. Any party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person who or which is entitled to seek indemnification hereunder 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 is subject to indemnification under Section 9.2, the Indemnified Party shall give prompt notice promptly (i) notify the Party obligated to the indemnifying party Indemnified Party pursuant to Section 9.2 above, (the “Indemnifying Party”) of any third party claim the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to which it seeks 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 (failure under this Agreement. Failure to do so timely provide such Claim Notice shall not preclude such partyaffect the right of the Indemnified Party’s right to indemnification if such failure does not materially prejudice the indemnifying partyhereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of the prejudice), and permit Indemnifying Party is prejudiced by such indemnifying party delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim with counsel reasonably satisfactory to is an identifiable Loss under this ARTICLE IX), then the indemnified party; provided that any person entitled to indemnification hereunder Indemnifying Party shall have the right to employ separate defend such Third Party Claim with counsel and to participate in selected by the defense of such claim, but the fees and expenses of such counsel Indemnifying Party (who shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such personthe 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). If The Indemnifying Party shall have full control of such defense is and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for enter into any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim agreement without the written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld 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 which the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not include as an unconditional term thereof notify the giving 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 relevant third party Indemnified Party (who shall be reasonably satisfactory to each indemnified party the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 9.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a release 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 liability 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 this Agreement. Copies of each Notice of Claim Dispute shall be sent to Contributee and the Escrow Agent. If Contributee and Contributors fail to resolve any objection contained in such Notice of Claim Dispute within twenty (20) days after the date the Notice of Claim Dispute is delivered to Contributee, then, at the request of either Party, they shall meet in an attempt to resolve an objection described in such Notice of Claim Dispute and reach a written agreement with respect to such objection (a “Claim Settlement Agreement”). If Contributors and Contributee enter into a Claim Settlement Agreement, the objections contained in such Notice of Claim Dispute shall be deemed to be as resolved therein. If they are unable to resolve the objection described in such Notice of Claim Dispute within twenty (20) days after delivery to the recipient of such claimNotice of Claim Dispute, then Contributors and Contributee shall submit the objections contained in such Notice of Claim Dispute to arbitration as described in Section 9.5.

Procedures. Any party entitled to Promptly after the receipt by any Person seeking indemnification hereunder shall give prompt under this Article 21 (the "Indemnified Party") of written notice to of the indemnifying party assertion of any claim by a third party claim with respect to any matter in respect of which it seeks indemnification may be sought hereunder (a "Third Party Claim"), the Indemnified Party shall give written notice (the "Indemnification Notice") to the Party from which indemnification is sought (the "Indemnifying Party"), and shall thereafter keep the Indemnifying Party reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to do so give the Indemnifying Party notice as provided herein shall not preclude such party’s right to indemnification if such failure does not materially prejudice relieve the indemnifying partyIndemnifying Party of any of its obligations hereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of that the prejudice), and permit Indemnifying Party is materially prejudiced by such indemnifying party failure. The Indemnifying Party shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such claim with intention given within thirty (30) 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 partyIndemnified 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 of such Third Party Claim as provided above). If the Indemnifying Party shall assume the defense of the Third Party Claim, then the Indemnifying Party shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided provided, however, that any person entitled to indemnification hereunder the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the right giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to employ separate counsel and such Third Party 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 Indemnifying Party of the 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 claimThird Party Claim and to employ counsel at its own expense (it being understood that the Indemnifying Party controls such defense); provided, but however, that, if the fees defendants in any Third Party Claim shall include both an Indemnifying Party and expenses 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 counsel shall be Third Party Claim on its behalf, at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) Indemnifying Party; provided that the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld or delayed). No indemnifying party shall consent obligated to any settlement pay the expenses of a claim without the consent of the indemnified partymore than one separate counsel for all Indemnified Parties, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimtaken together.

Procedures. Any party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person who or which is entitled to seek indemnification hereunder 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 is subject to indemnification under Section 10.2, the Indemnified Party shall give prompt notice promptly (i) notify the party against whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the indemnifying party Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of any third party claim the Third Party Claim, a copy of all papers served with respect to which it seeks 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 (failure under this Agreement. Failure to do so timely provide such Claim Notice shall not preclude such partyaffect the right of the Indemnified Party’s right to indemnification if such failure does not materially prejudice the indemnifying partyhereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of the prejudice), and permit Indemnifying Party is prejudiced by such indemnifying party delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim with counsel reasonably satisfactory to is an identifiable Loss under this Article X), then the indemnified party; provided that any person entitled to indemnification hereunder Indemnifying Party shall have the right to employ separate defend such Third Party Claim with counsel and to participate in selected by the defense of such claim, but the fees and expenses of such counsel Indemnifying Party (who shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such personthe 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). If The Indemnifying Party shall have full control of such defense is and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for enter into any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim agreement without the written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld 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 10.3(b), and which the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not include as an unconditional term thereof notify the giving Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.3(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the relevant third party Indemnified Party (who shall be reasonably satisfactory to each indemnified party the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a release Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all liability available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five Business Day period, the Indemnifying Party 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) 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, and the amount of any Loss shall take into account any net Tax benefits attributable to the circumstance or event giving rise to such Loss.

Procedures. Any party (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this 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 deliver notice thereof to the 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 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 give prompt 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 materially prejudiced by such failure. (b) The Indemnifying Party shall have the right, upon written notice to the indemnifying party of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying partyIndemnified Party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense of such claim any Third Party Claim at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the indemnified partyIndemnified Party; provided provided, that the Indemnifying Party shall not have the right to defend or direct the defense of any person entitled Third Party Claim (i) that is asserted directly by or on behalf of a Person that is a material supplier or material customer of the Indemnified Party or (ii) that seeks an injunction or other equitable relief against the Indemnified Party, in which case the Indemnified Party may defend such Third Party Claim and the Indemnified Party will consult with the Indemnifying Party regarding any such defense. If the Indemnifying Party elects not to indemnification hereunder defend such Third Party Claim, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required; provided, however, that the Indemnifying Party shall have the right to participate in the defense of any such Third Party Claim at its own expense and the Indemnified Party will consult with the Indemnifying Party regarding any such defense. (c) If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that if in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such indemnified person unless Indemnified Party in connection with such defense. The Seller and the Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (isubject to the provisions of this Section 7.4) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the indemnifying defending party, management employees of the non-defending party has agreed to pay such fees or expenses, or (ii) as may be reasonably necessary for the indemnifying party shall have failed to assume preparation of the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying partyThird Party Claim. (d) Notwithstanding any other provision of this Agreement, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld settle, or delayed). No indemnifying party shall consent to make any settlement admission of a claim liability, agreement or compromise in respect of, any Third Party Claim without the prior written consent of the indemnified partyIndemnified Party, which 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 in respect of, a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all Liabilities and obligations in connection with such Third Party Claim and the 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 receipt of such notice that it does not 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 to such Third Party Claim and any related claims that such proposed settlement, admission, agreement or compromise would settle or otherwise preclude shall not be unreasonably withheld or delayed, and which exceed the amount of such offer. If the Indemnified Party fails to give written notice to the Indemnifying Party that it does not include as an unconditional term thereof consent to such settlement, admission, agreement or compromise within such 10-day period, the giving by Indemnifying Party may settle, or make any admission of liability, agreement or compromise in respect of, the relevant third party to each indemnified party a release of all liability 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 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. 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 on the terms and subject to the provisions of this Agreement.

Procedures. Any party (a) If any Person who or which is entitled to seek indemnification hereunder 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 is subject to indemnification under Section 10.2, the Indemnified Party shall give prompt notice promptly (i) notify the party against whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the indemnifying party Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of any third party claim the Third Party Claim, a copy of all papers served with respect to which it seeks 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 (failure under this Agreement. Failure to do so timely provide such Claim Notice shall not preclude such partyaffect the right of the Indemnified Party’s right to indemnification if such failure does not materially prejudice the indemnifying partyhereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of the prejudice), and permit Indemnifying Party is prejudiced by such indemnifying party delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim with counsel reasonably satisfactory to is an identifiable Loss under this Article X), then the indemnified party; provided that any person entitled to indemnification hereunder Indemnifying Party shall have the right to employ separate defend such Third Party Claim with counsel and to participate in selected by the defense of such claim, but the fees and expenses of such counsel Indemnifying Party (who shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such personthe 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). If The Indemnifying Party shall have full control of such defense is and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for enter into any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim agreement without the written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld 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 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 10.3(b), and which the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not include as an unconditional term thereof notify the giving Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.3(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the relevant third party Indemnified Party (who shall be reasonably satisfactory to each indemnified party the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a release Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all liability 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 respect of writing to such claim.Direct

Procedures. Any party entitled 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 indemnification hereunder which the indemnity provided for in this Article 17 may apply, the Indemnified Party shall give prompt provide notice thereof to the indemnifying party Indemnifying Party; provided that a delay in providing such notice shall limit the obligations of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall Indemnifying Party only be diminished to the extent that such delay actually prejudices the ability of the prejudice)Indemnifying Party to contest the 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, provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party, and permit such indemnifying party 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, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense. If an Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may contest, settle, or pay such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees Indemnifying Party, provided, however, that settlement or expenses, or (ii) the indemnifying party shall have failed to assume the defense full payment of any such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not may be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the only following consent of the indemnified partyIndemnifying Party or, which consent shall not be unreasonably withheld absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimotherwise warrants settlement.

Procedures. Any (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this 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 deliver notice thereof to the 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 reasonable detail (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 give prompt 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 indemnifying party Indemnified Party within 30 days of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice receipt of notice from the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent Indemnified Party of the prejudice)commencement of such Third Party Claim, and permit such indemnifying party to assume the defense thereof at the expense of such claim the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder Indemnified Party. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that if in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such indemnified person unless (i) Indemnified Party in connection with such defense. If the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such claim defense and employ counsel 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 satisfactory to such personrequired by the Indemnifying Party. If such the Indemnifying Party assumes the defense is not assumed by the indemnifying partyof any Third Party Claim, the indemnifying party will not be subject Indemnified Party shall agree to any liability for any settlement made without settlement, compromise or discharge of such Third Party Claim that the Indemnifying Party may recommend and that by its consent (but terms obligates the Indemnifying Party to pay the full amount of the Liability in connection with such consent Third Party Claim, and 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 be unreasonably withheld admit any Liability with respect to, or delayed). No indemnifying party shall consent settle, compromise or discharge, or offer to any settlement of a claim settle, compromise or discharge, such Third Party Claim without the consent of the indemnified partyIndemnifying Party’s prior written consent, (which consent shall not be unreasonably withheld 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 delayedsought 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 which does shall provide any other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not include as an unconditional term thereof release the giving 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 assist the Indemnifying Party in determining the validity of any claim for indemnity by the relevant third party Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to each indemnified party a release and copies of all liability information, records and documents relating to such matters, furnishing employees to assist in respect the investigation, defense and resolution of such claimmatters and providing legal and business assistance with respect to such matters. For the avoidance of doubt, the Indemnified Party shall not be entitled to commence any Action against the Indemnifying Party for indemnification pursuant to this Section 8.4(c) unless the notice and procedural provisions set forth herein shall have been satisfied prior thereto.

Procedures. Any (a) A party entitled seeking indemnification pursuant to indemnification hereunder Sections 7.2 or 7.3 (an "Indemnified Party") shall give prompt notice to the indemnifying party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim or assessment, or the commencement of any action, suit, audit or proceeding, by a third 29 35 party claim in respect of which indemnity may be sought hereunder (a "Third Party Claim") and will give the Indemnifying Party such information with respect to which it seeks indemnification (thereto as the Indemnifying Party may reasonably request, but no failure to do so give such notice shall not preclude such party’s right to indemnification if such failure does not materially prejudice relieve the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished 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 prejudice)commencement or assertion of any Third Party Claim, and permit such indemnifying party to assume the defense of such claim with Third Party Claim, using counsel selected by the Indemnifying Party and reasonably satisfactory acceptable to the indemnified party; Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall be deemed to have irrevocably accepted the matter as a claim subject to indemnification pursuant to this Article 7, and provided that any person entitled the Indemnifying Party thereafter diligently and continuously pursues the defense of the Third Party Claim, the Indemnifying Party shall not be liable to indemnification hereunder the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party shall fail to assume the defense of the Third Party 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 employ separate counsel and undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. In the event the Indemnifying Party elects to participate assume the defense of any such Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim without the Indemnifying Party's prior written consent. (b) The Indemnifying Party 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 claimThird Party Claim, but provided that such consent, judgment or settlement includes a release of the fees Indemnified Party and expenses the settlement or judgment involves an amount to be paid on behalf of or by the Indemnified Party that is less than the Cap Amount. Notwithstanding the foregoing, in no event shall the Indemnifying Party have the right to consent to the entry of judgment or otherwise settle such counsel shall be at the expense of such indemnified person unless Third Party Claim if: (i) the indemnifying party has agreed to pay such fees Third Party Claim involves equitable or expensesother non-monetary damages, or (ii) in the indemnifying party shall reasonable judgment of the Indemnified Party, such settlement would have failed to assume a continuing material adverse effect on the defense Indemnified Party's business (including any material impairment of its relationships with customers and suppliers), in which case such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by settlement only may be made with the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld withheld. (d) Whether or delayednot the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Indemnifying Party of records and information which does not include as an unconditional term thereof are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the giving by Indemnifying Party shall reimburse the relevant third party to each indemnified party a release of Indemnified Party for all liability its reasonable out-of-pocket expenses in respect of such claimconnection therewith.

Procedures. Any party (a) In order for the Indemnified Party to be entitled to any indemnification hereunder shall give prompt provided for under this 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 Indemnifying Party in writing of 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 indemnifying party written notice of any third party claim with respect to which it seeks indemnification (the Third Party Claimant asserting the Third Party Claim; provided, however, that failure to do give such notification promptly (so long as a valid Claim Notice is given before the expiration of the applicable period) shall not preclude such party’s right to affect the indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished provided hereunder except to the extent the Indemnifying Party shall have been prejudiced as a result of such failure. Thereafter, the prejudice)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 Claim is made against an Indemnified Party, and permit 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 indemnifying party counsel is not reasonably objected to by the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of such claim with counsel reasonably satisfactory a Third Party Claim, the Indemnifying Party shall not be liable to the indemnified party; Indemnified Party for any legal expenses incurred by the Indemnified Party in connection with the defense thereof, except as provided that any person entitled to indemnification hereunder below. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of 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 claim, but defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of such counsel shall be at employed by the expense Indemnified Party (provided that the incurrence of such indemnified person unless (ifees and expenses of counsel was reasonably 29 necessary to respond timely to legal process) for any period after the indemnifying party Claim Notice is given during which the Indemnifying Party has agreed not assumed the defense thereof if and to pay the extent that the Indemnifying Party is responsible to indemnify for such fees or expenses, or (ii) Third Party Claim. If the indemnifying party shall have failed to 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 of a valid Claim Notice with respect to the Third Party Claim, the Indemnifying Party shall be liable to the Indemnified Party for all fees and expenses of counsel employed by the Indemnified Party if and to the extent that the Indemnifying Party is responsible to indemnify for such claim Third Party Claim; provided, however, such counsel is not reasonably objected to by the Indemnifying Party. If the Indemnifying Party chooses to defend a Third Party Claim, all the Indemnified Parties shall cooperate in the defense thereof. Such cooperation shall include the retention and employ counsel reasonably satisfactory (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are relevant to such personThird Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and to act as a witness or respond to legal process. If such Whether or not the Indemnifying Party assumes the defense is not assumed by the indemnifying partyof a Third Party Claim, the indemnifying party will Indemnified Party shall not be subject to admit any liability for any settlement made with respect to, or settle, compromise or discharge, such Third Party Claim without its the Indemnifying Party's prior written consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld withheld). If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or delayed, discharge of a Third Party Claim that the Indemnifying Party may recommend and which does not include as an unconditional term thereof that by its terms obligates the giving by Indemnifying Party to pay the relevant third party to each indemnified party a release full amount of all the liability in respect of connection with such claimThird Party Claim, which releases the Indemnified Party completely in connection with such Third Party Claim.

Procedures. Any (a) The party entitled seeking indemnification under Section 9.2 (the “Indemnified Party”) agrees to indemnification hereunder shall give prompt notice to the indemnifying party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any third party claim with 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 reference to the provisions of this Agreement in respect of which it seeks such right of indemnification (is claimed or arises; provided, however, that the failure to do so provide such notice shall not preclude such party’s right to indemnification if such failure does not materially prejudice release the indemnifying partyIndemnifying Party from any of its obligations under Section 9.2, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of that such failure materially and adversely prejudices the prejudice)Indemnifying Party. (b) Except as otherwise set forth in this Agreement, and permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person Indemnifying Party shall be entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of any claim asserted by any third Person (the “Third-Party Claim”) and, subject to the limitations set forth in this Section 9.3, shall be entitled to control and appoint lead counsel for such claimdefense, but in each case at its expense, provided that (i) prior to assuming control of such defense, the Indemnifying Party must give written notice of its intention to do so to the Indemnified Party within 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 provisions of Section 9.3(b), the Indemnifying Party shall be entitled without obtaining the prior written consent of the Indemnified Party to enter into any settlement of such Third-Party Claim, provided that (i) all monetary damages payable in respect of the Third-Party Claim are paid by the Indemnifying Party, (ii) the Indemnified Party receives a full, complete and unconditional release in respect of the Third-Party Claim without any admission or finding of obligation, liability, fault or guilt (criminal or otherwise) with respect to the Third-Party Claim, and (iii) no injunctive, extraordinary, equitable or other relief of any kind is imposed on the Indemnified Party or any of its Affiliates. The Indemnifying Party may otherwise settle such Third-Party Claim only with the consent of the Indemnified Party, which consent will not unreasonably be withheld or delayed. (d) The Indemnified Party shall be entitled to participate in the defense of any 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 Third-Party Claim shall be paid by the Indemnified Party; provided that the Indemnifying Party shall pay the fees and expenses of such separate counsel shall be at the expense of such indemnified person unless if (i) the indemnifying party Indemnifying Party has agreed failed to pay adequately assume and actively conduct the defense of such fees Third-Party Claim or expenses, to employ counsel with respect thereto; or (ii) in the indemnifying party shall have failed to reasonable opinion of the Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If the conditions of Section 9.3(b) are not satisfied, the Indemnified Party may assume the defense of exclusive right to defend, compromise or settle such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by Third-Party Claim, but the indemnifying party, the indemnifying party Indemnifying Party will not be subject to bound by any liability for determination of a Third-Party Claim so defended or any compromise or settlement made effected without its consent (but such consent shall which may not be unreasonably withheld or delayed). No indemnifying party shall consent ; provided, that the Indemnified Party will not be required to obtain any settlement of a claim without the consent of the Indemnifying Party to the determination of such Third-Party Claim (and will not prejudice its right to be indemnified partywith 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 the defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith, 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 extent so as to not waive any attorney-client privilege or otherwise breach any confidentiality agreements. (f) If the Indemnifying Party controls the defense of any Third-Party Claim pursuant to Section 9.3(b), 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, which consent shall will not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claim.

Procedures. Any The party entitled to seeking indemnification hereunder under this Section ("Indemnitee") shall give prompt notice to the indemnifying party of any third party claim with respect to which from whom it seeks indemnification ("Indemnitor") prompt notice, of the assertion of any such claim. The right to Indemnification under this Agreement shall not be affected by any failure to do so shall not preclude give or any delay in giving such party’s right to indemnification if such failure does not materially prejudice the indemnifying partynotice unless, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent that, the rights and remedies of the prejudice)party to whom such notice was to have been given shall have been prejudiced. The Indemnitor shall assume the 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 assume the defense, compromise, and permit settlement of such indemnifying party claim, the Indemnitee shall (upon notifying the Indemnitor of its election to do so) have the right to undertake the defense, compromise, and settlement of such claim on behalf and for the account and risk of the Indemnitor (it being understood and agreed that the Indemnitor shall thereafter not be entitled to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder claim). The Indemnitor shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless not settle or compromise (i) the indemnifying party has agreed to pay such fees any claim or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to the entry of any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which judgment that does not include as an unconditional term thereof the giving grant by claimant or plaintiff to the relevant third party to each indemnified party Indemnitee of a release of 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, if any, which both concede is subject to indemnification. To the extent that the parties are unable to reach some compromise, either party may unilaterally submit the matter for determination by a court of competent jurisdiction.

Procedures. Any (a) A party entitled seeking indemnification pursuant to indemnification hereunder Sections 7.2 or 7.3 (an "Indemnified Party") shall give prompt notice to the indemnifying party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim or assessment, or the commencement of any action, suit, audit or proceeding, by a third party claim in respect of which indemnity may be sought hereunder (a "Third Party Claim") and will give the Indemnifying Party such information with respect to which it seeks indemnification (thereto as the Indemnifying Party may reasonably request, but no failure to do so give such notice shall not preclude such party’s right to indemnification if such failure does not materially prejudice relieve the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished 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 prejudice)commencement or assertion of any Third Party Claim, and permit such indemnifying party to assume the defense of such claim with Third Party Claim, using counsel selected by the Indemnifying Party and reasonably satisfactory acceptable to the indemnified party; provided that any person entitled Indemnified Party. Should the Indemnifying Party so elect to indemnification hereunder assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party shall fail to assume the defense of the Third Party Claim within such thirty (30) day period, the Indemnified Party shall have the right to employ separate counsel and undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. Regardless of whether the Indemnifying Party elects to participate assume the defense of any such Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim without the Indemnifying Party's prior written consent. (b) The Indemnifying Party 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 claimThird Party Claim provided the Indemnifying Party agrees that as between the Indemnifying Party and the Indemnified Party, but the fees and expenses of such counsel Indemnifying Party shall be at the expense of solely obligated to satisfy and discharge such indemnified person judgment or settlement unless (i) the indemnifying party has agreed to pay such fees Third Party Claim involves equitable or expenses, other non-monetary damages or (ii) in the indemnifying party shall reasonable judgment of the Indemnified Party such settlement would have failed to assume a continuing material adverse effect on the defense Indemnified Party's business (including any material impairment of its relationships with customers and suppliers), in which case such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by settlement only may be made with the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld withheld. (d) Whether or delayednot the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Indemnifying Party of records and information which does not include as an unconditional term thereof are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the giving by Indemnifying Party shall reimburse the relevant third party to each indemnified party a release of Indemnified Party for all liability its reasonable out-of-pocket expenses in respect of such claimconnection therewith.

Procedures. Any Each party entitled to indemnification hereunder under this Section ---------- 7.7 (the "Indemnified Party") shall give prompt notice to the indemnifying party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any third party claim with respect as to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying partyindemnity may be sought, and if such failure does materially prejudice shall permit the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party Indemnifying Party to assume the defense of any such claim with counsel reasonably satisfactory to the indemnified party; or any litigation resulting therefrom, provided that any person entitled to indemnification hereunder counsel for the Indemnifying Party, who shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed). Without limiting the generality of the foregoing, if the Indemnified Party has been advised in writing by its counsel that representation of both the Indemnified and employ Indemnifying Party by the same counsel reasonably satisfactory would be inappropriate under standards of professional conduct due to actual or potential differing interests, with respect to such personclaim 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). If 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 assumed by relieve the indemnifying partyIndemnifying Party of its obligations under this Agreement, except to the indemnifying party will not be subject extent such failure is prejudicial to the Indemnifying Party in defending such claim or litigation. No Indemnifying Party, in the defense of any liability for any settlement made without its such claim or litigation, shall, except with the consent of each Indemnified Party (but such which consent shall not be unreasonably withheld or delayed). No indemnifying party shall , consent to entry of any judgment or enter into any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party claimant or plaintiff to each indemnified party such Indemnified Party of a release of from all liability in with respect of to such claimclaim or litigation.

Procedures. Any (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this 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 deliver notice thereof to the 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 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 give prompt 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 Claims, the Indemnifying Party shall have the right, upon written notice to the indemnifying party of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying partyIndemnified Party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense thereof at the expense of such claim the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the indemnified partyIndemnified Party; provided provided, however, that any person entitled the Indemnifying Party may only elect to indemnification hereunder assume and control the defense thereof so long as (A) the Indemnifying Party is not a party to the Third Party Claim 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. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, however, that the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such indemnified person unless Indemnified Party in connection with such defense to the extent (ix) the indemnifying party employment of such counsel and payment of fees and expenses thereof has agreed been specifically authorized by the Indemnifying Party in writing, (y) the fees and expenses relate to pay such fees or expensesthe period prior to the Indemnifying Party’s assumption of defense, or (iiz) the indemnifying party Indemnified Party provides written notice that any condition to the Indemnifying Party’s control of 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 thirty (30) days following delivery of such written notice, in which case the Indemnifying Party shall have failed to assume be responsible for such fees and expenses accruing from the expiration of such thirty (30) day period. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such claim defense and employ counsel 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 satisfactory to such personrequired by the Indemnifying Party. If such the Indemnifying Party assumes the defense is not assumed by the indemnifying partyof any Third Party Claim, the indemnifying party will not be subject 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 terms obligates the Indemnifying Party to pay the full amount of the liability for in connection with such Third Party Claim, and which releases the Indemnified Party completely in connection with such Third Party Claim; provided that the Indemnifying Party shall not agree to any other settlement made of any Third Party Claim without its the prior written consent of the Indemnified Party (but such consent shall not to be unreasonably withheld withheld, conditioned or delayed). No indemnifying Regardless of which party shall consent to any settlement assumes the defense of a claim 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 (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 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 indemnified partyClaim Information promptly to the Indemnifying Party, which consent 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 be unreasonably withheld or delayed, 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 which does not include as an unconditional term thereof assist the giving Indemnifying Party in determining the validity of any claim for indemnity by the relevant third party Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to each indemnified party a release and copies of all liability information, records and documents relating to such matters, furnishing employees to assist in respect the investigation, defense and resolution of such claimmatters and providing legal and business assistance with respect to such matters.

Procedures. (a) Any party entitled to Person seeking indemnification hereunder under this Article 11 (the “Indemnified Party”) shall give prompt written notice to the indemnifying party Person from whom indemnification is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action by any third party claim (“Third-Party Claim”); provided, that the failure of the Indemnified Party to give notice as provided in this Section 11.03(a) shall not relieve any Indemnifying Party of its obligations under Section 11.02, except to the extent that such failure actually prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail the Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third-Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to which it seeks indemnification (failure any such Third-Party Claim reasonably requested by the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, to do so shall not preclude such party’s right be represented by counsel of its choice and, subject to indemnification if such failure does not materially prejudice the indemnifying partylimitations set forth in this Section 11.03, to assume control of, and if defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such failure does materially prejudice Third-Party Claim. If the indemnifying partyIndemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third-Party Claim, then the indemnified party’s rights Indemnified Party may defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third-Party Claim. If the Indemnifying Party shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to any Third-Party Claim, then the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate Indemnified Party may participate, at his or its own expense, in the defense of such claimThird-Party Claim; provided, but the fees and expenses of that such counsel Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such indemnified person unless separate representation advisable; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Third-Party Claim. (b) Notwithstanding anything in this Section 11.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the indemnifying party has agreed to pay such fees or expensessole relief provided is monetary damages that are paid in full by the Indemnifying Party, or (ii) such settlement does not permit any Order or other equitable relief to be entered, directly or indirectly, against the indemnifying party shall have failed to assume the defense Indemnified Party or any of its Affiliates and (iii) such settlement includes an unconditional release of such claim Indemnified Party and employ counsel reasonably satisfactory to its Affiliates from all liability on claims that are the subject matter of such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, Third-Party Claim and which 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 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 giving Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third-Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the relevant third Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party shall cooperate, and cause its Affiliates to each indemnified party a release cooperate, in the defense or prosecution of all liability any Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in respect of such claimconnection therewith.

Procedures. Any party entitled to If either Party seeks indemnification hereunder under this Article VII (the “Indemnified Party”), it shall give prompt notice (“Claim Notice”) to other Party (the “Indemnifying Party”) of the basis of the claim (the “Claim”) (i) within a reasonable time after discovery of the facts and (ii) in any event, within the time periods set forth in Section 7.1, provided that the failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder except to the extent that the Indemnifying Party is materially adversely prejudiced by such failure. The Indemnifying Party shall give notice to the indemnifying party Indemnified Party within thirty (60) days after receipt of any third party claim the notice requested by this Section 7.3 advising whether it (i) acknowledges its obligation to indemnify or (ii) disputes its obligation to indemnify. If the Indemnifying Party acknowledges its indemnification obligation with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying partyClaim, and if (i) such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished Claim is based upon an asserted liability or obligation to the extent of the prejudicea person or entity that is not a party to this Agreement (a “Third Party Claim”), and permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder Indemnifying Party shall have the right to employ separate counsel and to participate in the defense of defend or settle such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, Third Party Claim or (ii) if such Claim is not a Third Party Claim, the indemnifying party Indemnified Party shall have failed be entitled to assume the defense immediate satisfaction of such claim and employ counsel reasonably satisfactory to such personClaim. If such defense the Indemnifying Party does not notify the Indemnified Party within fifteen (15) business days following receipt of notice of a Claim that is not assumed a Third Party Claim that it disputes such Claim, such Claim shall be deemed a liability of the Indemnifying Party and Indemnifying Party shall pay the amount of the Claim on demand by the indemnifying partyIndemnified Party, or in the case of any notice in which the amount of the Claim is estimated, on such later date when the amount of the Claim is finally determined. If the Indemnifying Party disputes the Claim in a timely manner as set forth herein, the indemnifying party will not be subject Indemnifying Party and the Indemnified Party shall proceed in good faith to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of negotiate a claim without the consent resolution of the indemnified partydispute, which consent shall not be unreasonably withheld or delayedor, and which does not include as an unconditional term thereof if necessary, to resolution of the giving dispute in a manner determined by the relevant third party to each indemnified party a release of all liability in respect of such claimparties or by any other means elected by the Indemnified Party.

Procedures. Any (a) A party entitled seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to indemnification hereunder the Seller Representative, on behalf of the Holders, or to the Buyer, as applicable (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the Third Party Claim, and shall give prompt provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. A Claim Notice shall include (only to the extent known to or calculable by the Indemnified Party) in reasonable detail a summary of the claim, the facts and circumstances giving rise to such claim, the relevant sections of this Agreement pursuant to which the claim is made and a good faith estimate of the Losses incurred or expected to be incurred. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under Article VI and this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure or to the extent the Claim Notice is not delivered prior to the expiration of the applicable survival period set forth in Section 8.1. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim (subject to the limitations set forth in Article VIII, including Section 8.1 and Section 8.5) that is exclusively for civil monetary damages at law pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the indemnifying party Indemnified Party within 25 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any third party Third Party Claim for equitable or injunctive relief or any claim with respect to which it seeks indemnification (failure to do so that would impose criminal liability, and the Indemnified Party shall not preclude such party’s have the right to indemnification if such failure does not materially prejudice defend, at the indemnifying party, expense of the Indemnifying Party (solely and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of provided in Section 8.2 and Section 8.3 and subject to the prejudicelimitations set forth in Article VIII), any such Third Party Claim. The Indemnifying Party shall be liable for the reasonable fees and permit such indemnifying party expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof, but solely to the extent provided in Section 8.2 and Section 8.3 and subject to the limitations on indemnification set forth in this Article VIII (including Section 8.1 and Section 8.5). If the Indemnifying Party does not expressly elect to assume the defense of such claim Third Party Claim within the time period and otherwise in accordance with counsel reasonably satisfactory 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; provided, that if such settlement is entered without the Indemnifying Party’s consent, such settlement shall not be an evidence against the Indemnifying Party with respect to the indemnified party; provided that any person entitled Indemnifying Party’s obligation to indemnify or hold harmless the Indemnified Party or the amount of Losses with respect to the underlying claim and the Indemnified Party shall be required to prove its right for indemnification hereunder under Section 8.2 or Section 8.3 and the amount of Losses incurred with respect thereto. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of such indemnified person the Indemnified Party unless (i) the indemnifying party has agreed to pay employment of such fees or expenses, counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the indemnifying party shall have failed named parties to assume the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party is reasonably likely to present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such claim defense and employ counsel 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 satisfactory to such personrequired by the Indemnifying Party. If such the Indemnifying Party assumes the defense is not assumed by the indemnifying partyof any Third Party Claim, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim not, without the prior written consent of the indemnified partyIndemnified Party, which enter into any settlement or compromise or consent shall not be unreasonably withheld to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or delayedjudgment (i) involves a finding or admission of wrongdoing, and which (ii) does not include as an unconditional term thereof the giving written release by the relevant third party to each indemnified party a release claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. Such Claim Notice shall include (to the extent known to or calculable by the Indemnified Party) in reasonable detail a summary of the claim, the facts and circumstances giving rise to such claim, the relevant sections of this Agreement pursuant to which the claim is made and a good faith estimate of the Losses incurred or expected to be incurred. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under Article VI and this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure or to the extent the Claim Notice is not delivered prior to the expiration of the applicable survival period set forth in Section 8.1 and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII. If the Indemnifying Party does not notify the Indemnified Party within 40 days following its receipt of a Claim Notice that includes the information required pursuant to this Section 8.4(c) and is marked as a Claim Notice given pursuant to this Section 8.4(c) in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand, all subject to the limitations on liability set forth in this Article VIII. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (d) Following determination of a Claim Notice pursuant to the procedures described in this Section 8.4, the indemnification required hereunder shall be made by prompt payment by the Escrow Agent (to the extent of any amounts then held in the Indemnity Escrow Fund if applicable) or the Indemnifying Party (to the extent of any amounts not then held in the Indemnity Escrow Fund if applicable) of the amount of actual Losses in connection therewith, subject at all times to the limitations on indemnification set forth in this Article VIII, as and when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party within twenty Business Days after receipt of notice of such Losses. Nothing in this Section 8.4(d) shall derogate from the right of the Seller Representative to contest the indemnification obligation or the amount of Losses being claimed.

Procedures. Any party entitled (a) The terms of this Section 10.3 shall apply to any claim (a "Claim") for indemnification hereunder under the terms of Sections 10.1. The Indemnified Party shall give prompt written notice of such Claim to the indemnifying party (the "Indemnifying Party") under the applicable Section, which party may assume the defense thereof, provided that any delay or failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of any third party claim its obligations hereunder only to the extent, if at all, that it is materially prejudiced by reason of such delay or failure. Any such notice shall (i) describe in reasonable detail the facts and circumstances with respect to which it seeks indemnification the Claim being asserted and (failure ii) refer to do so this Article 10. The Indemnified Party shall have the right to approve any counsel selected by the Indemnifying Party and to approve the terms of any proposed settlement, such approval not to be unreasonably delayed or withheld (unless 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 the Indemnified Party in respect of the Claim in question). Notwithstanding any of the foregoing to the contrary, the provisions of this Article 10 shall not preclude such party’s right be construed so as to provide for the indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of 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 10 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 connection with such Claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewith. The Indemnified Party shall provide reasonable assistance to the Indemnifying Party in the defense of the prejudice), and permit such indemnifying party Claim. (c) In the event that the Indemnifying Party fails to assume the defense of such claim with counsel reasonably satisfactory to any Claim within ten (10) business days after receiving written notice thereof, the indemnified party; provided that any person entitled to indemnification hereunder Indemnified Party shall have the right, subject to the Indemnifying Party's right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense pursuant to the provisions of this Article 10, to undertake the defense, compromise or settlement of such claim Claim for the account of the Indemnifying Party. Unless and employ counsel reasonably satisfactory to such person. If such until the Indemnifying Party assumes the defense is not assumed by the indemnifying partyof any Claim, the indemnifying party will not be subject Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such Claim. Each Indemnified Party shall agree in writing prior to any liability such advance that, in the event he or it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Article 10. (d) Notwithstanding any settlement made without its consent (but such consent of the foregoing to the contrary, the provisions of this Article 10 shall not be unreasonably withheld construed so as to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or delayed). No indemnifying party such liability may not be waived, modified, or limited under applicable law, but shall consent be construed so as to effectuate the provisions of this Article 10 to the fullest extent permitted by law; provided, that if and to the extent that the Indemnifying Party's indemnification obligation under this Article 10 is unenforceable for any settlement of a claim without reason, the consent Indemnifying Party hereby agrees to make the maximum contribution permissible under applicable law to the payment and satisfaction of the indemnified partylosses of the Indemnified Party, which consent shall not be unreasonably withheld except to the extent such losses are found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the Indemnified Party's gross negligence or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimwillful misconduct.

Procedures. Any party entitled to indemnification hereunder shall give prompt notice to In the indemnifying party event of any a claim by a third party claim party, with respect to which it seeks a party is entitled to indemnification hereunder, such party (failure to do so "Indemnified Party") shall notify the other party ("Indemnifying Party") in writing as soon as practicable; provided that a delay in giving such notice shall not preclude such party’s right to the Indemnified Party from seeking indemnification hereunder if such failure does delay has not materially prejudice prejudiced the indemnifying party, and if Indemnifying Party's ability to defend such failure does materially prejudice the indemnifying party, then the indemnified party’s rights claim. The Indemnifying Party shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense of promptly defend such claim with by counsel of its own choosing and reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder Indemnified Party and the Indemnified Party shall have reasonably cooperate with the right to employ separate counsel and to participate Indemnifying Party in the defense of such claim, but including the fees 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 diligently defend the Indemnified Party, the Indemnified Party shall be entitled to defend the 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 control the fees and costs of counsel so chosen, and keep the Indemnifying Party reasonably informed of the status of such indemnified person unless (i) defense, including, without limitation, any settlement proposals by the indemnifying party has agreed to pay such fees or expenses, or (ii) claimant. Upon the indemnifying party shall have failed to assume assumption by the Indemnifying Party of the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying partyclaim, the indemnifying party will not be subject Indemnifying Party may settle or compromise such claim as it sees fit; provided, however, that anything in this section to any liability for any the contrary notwithstanding, if the settlement made without its consent (but such consent or compromise of a claim involves other than the payment of money damages, the Indemnifying Party shall not be unreasonably withheld so settle or delayed). No indemnifying party shall consent to any settlement of a compromise such claim without the consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld withheld. The Indemnified Party shall not settle or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party compromise any claim subject to each indemnified party a release of all liability in respect of such claim.indemnification hereunder without the

Procedures. Any party entitled (a) The Person seeking indemnification under Section 11.2 (the “Indemnified Party”) agrees to indemnification hereunder shall give prompt notice to the indemnifying party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim for indemnification under this Article XI (a “Claim”) describing in reasonable detail the facts giving rise to the Claim and including (if known) the amount of, or method of computation of the 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. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party and then only with respect to such prejudice. The Indemnifying Party may make a written objection to any Claim, which objection shall be delivered to the Indemnified Party within thirty (30) days after notice of the Claim is delivered to the Indemnifying Party. The Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve any Claim to which an objection is made. If such parties are able to resolve any such Claim, they shall prepare and sign a written agreement setting forth such agreement. The Indemnifying Party shall pay to the applicable Indemnified Party by wire transfer of immediately available funds to an account designated by such Indemnified Party the agreed-upon amount of the Damages as 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 claim (a “Third Party Claim”), except with respect to Tax proceedings, which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying partybe governed by Article VIII, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished subject to the extent following terms and conditions: (i) Within twenty (20) days after receipt of notice of a Third Party Claim, the prejudice)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, and permit such indemnifying party 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 claim 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 reasonably satisfactory to of its own choice (and the indemnified party; provided that any person Indemnifying Party shall be entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claimThird Party Claim, but 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 such more than one separate counsel shall be at for all Indemnified Parties, taken together). Notwithstanding the expense of such indemnified person unless (i) foregoing, the indemnifying party has agreed Indemnified Party, during the period the Indemnifying Party is determining whether to pay such fees or expenses, or (ii) the indemnifying party shall have failed elect to assume the defense of a matter covered by this Section 11.3, may take such claim reasonable actions as it deems necessary to preserve any and employ counsel all rights with respect to the matter, without such actions being construed as a waiver of the Indemnified Party’s rights to defense and indemnification under this Agreement. (ii) If the Indemnifying Party exercises the right to undertake the defense and investigation of any such Third Party Claim as provided in Section 11.3(c)(i), then (x) the Indemnified Party agrees to cooperate with the Indemnifying Party in such efforts and make available to the Indemnifying Party all witnesses, records, materials and information in the Indemnified Party’s possession, under its control or to which it may have access as may be reasonably satisfactory to 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 personThird Party Claim. If the Indemnifying Party fails to undertake the defense and investigation of any such Third Party Claim as provided in Section 11.3(c)(i), including conducting a good faith and diligent defense, or if the Indemnified Party retains control of the defense is not assumed of such Third Party Claim as provided in Section 11.3(c)(i), then (x) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, compromise, settlement and investigation of such Third Party Claim on behalf of, and at the cost and expense of and for the account and risk of, the Indemnifying Party, (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such efforts and make available to the Indemnified Party all witnesses, records, materials and information in the Indemnifying Party’s possession, under its control or to which it may have access as may be reasonably requested by the indemnifying partyIndemnified Party, and (iii) the indemnifying party Indemnified Party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without keep the consent Indemnifying Party reasonably informed of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof progress of the giving by the relevant third party to each indemnified party a release defense of all liability in respect of any such claimThird Party Claim.

Procedures. Any party entitled In the event that, prior to indemnification hereunder the Survival Date, any demands or claims are asserted against an Indemnified Party or any actions, suit or proceedings are commenced against an Indemnified Party by a Person who is not an Indemnified Party for which the Shareholders are obligated to indemnify such Indemnified Party under Section 7.2(a) hereof (a “Third-Party Claim”), then Parent or the Indemnified Party shall give prompt written notice thereof to the Escrow Agent and the Shareholder Representatives pursuant to Section 7.2(d) hereof. Failure to furnish written notice to the indemnifying party Shareholder Representatives or the Escrow Agent of any third party claim with respect to which it seeks indemnification (failure to do so a Third-Party Claim shall not preclude such party’s right to indemnification if such failure does not materially prejudice release the indemnifying partyIndemnifying Parties from their obligations hereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent they are actually prejudiced by such failure. The Indemnified Party shall undertake control of the prejudice), and permit such indemnifying party to assume the defense of such claim with Third-Party Claim by counsel of the Indemnified Party’s choosing reasonably satisfactory acceptable to the indemnified party; provided that Shareholder Representatives. The Indemnified Party and the Shareholder Representatives shall cooperate with each other in all reasonable respects in connection with the defense of any person such demand, claim, action, suit or proceeding, including make available records relating to such claim and furnishing employees of the Indemnified Party as may be reasonably necessary for the preparation of the defense or for testimony as a witness in any proceeding relating to such demand, claim, action, suit or proceeding. The expenses of an Indemnified Party of defending any action, suit or proceeding shall be treated as Losses. The Shareholder Representatives shall be entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of any such claimaction, but the fees with their counsel and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimtheir own expense.

Procedures. Any (a) A party entitled seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to indemnification hereunder the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the Third Party Claim, and shall give prompt provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) The Indemnifying Party shall have the right to participate in, or by giving written notice to the indemnifying party Indemnified Party within 20 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third Party Claim, to assume the 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 (which expenses shall not be applied against any third party claim indemnity limitation herein) with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of (but may still participate in) any Third Party Claim (1) with respect to which it seeks indemnification Taxes (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished 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 prejudice)Indemnified Party, and permit the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such indemnifying party Third Party Claim. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 8.4(b), the Indemnified Party shall have the sole right to assume the defense of (although the Indemnifying Party may still participate in) and to settle such Third Party Claim (except that the defense or prosecution of such claim with counsel reasonably satisfactory shall be tendered to the indemnified party; provided that any person entitled to indemnification hereunder 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 Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, subject 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 be at the expense of such indemnified person the Indemnified Party unless (i) the indemnifying party has agreed to pay employment of such fees or expenses, counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the indemnifying party shall have failed named parties to assume 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 claim action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and employ counsel on behalf of the Indemnified Party and the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably satisfactory to such personrequired by the Indemnifying Party. If such the Indemnifying Party assumes the defense is not assumed by the indemnifying partyof any Third Party Claim, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim not, without the prior written consent of the indemnified partyIndemnified Party, which enter into any settlement or compromise or consent shall not be unreasonably withheld to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or delayedjudgment (i) involves a finding or admission of wrongdoing, and which (ii) does not include as an unconditional term thereof the giving written release by the relevant third party to each indemnified party a release claimant or plaintiff of the Indemnified Party 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 respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII. If the Indemnifying Party does not notify the Indemnified Party within 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). (d) Subject to the other provisions of this Article VIII, including Section 8.7, 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. 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 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 is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere. (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 any 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. Any (a) A party that is entitled to indemnification hereunder under Section 8.2 is referred to herein as the “Indemnified Party”. In order for an Indemnified Party to be entitled to any indemnification provided for under this 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 give prompt deliver notice thereof to the 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 Seller acknowledges in writing its obligation to indemnify the Indemnified Party against any 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 indemnifying party Indemnified Party within 15 days of any third party claim with respect 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 it seeks indemnification (failure to do so expenses shall not preclude such party’s be applied against any indemnity limitation herein) with counsel selected by the Seller and reasonably satisfactory to the Indemnified Party; provided, however, that the Seller will not have the right to indemnification assume or continue control of such defense if such failure the claim (1) seeks non-monetary relief, (2) involves criminal allegations, or (3) involves a claim which, upon reasonable determination by the Indemnified Party, the Seller failed or is failing to diligently prosecute or defend. 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 materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party expressly elect to assume the defense of such claim Third Party Claim within the time period and otherwise in accordance with counsel reasonably satisfactory 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 have the sole right to assume the indemnified partydefense of and to settle such Third Party Claim; provided that provided, however, any person 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 hereunder. If the Seller assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of such indemnified person the Indemnified Party unless (i) the indemnifying party has agreed to pay employment of such fees or expenses, counsel shall have been specifically authorized in writing by the Seller or (ii) the indemnifying party named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Seller, and the Indemnified Party shall have failed been advised by such counsel that there are one or more legal defenses available to assume it that are different from or additional to those available to the Seller (in each such case, the fees and expenses of such counsel shall be at the expense of the Seller). If the Seller assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Seller’s expense, reasonably cooperate with the Seller in such claim defense and employ counsel 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 satisfactory to such personrequired by the Seller. If such the Seller assumes the defense is not assumed by the indemnifying partyof any Third Party Claim, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Seller shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim not, without the prior written consent of the indemnified party, Indemnified Party which consent shall not be unreasonably withheld withheld, conditioned or delayed, and which does not include as an unconditional term thereof enter into any settlement or compromise or consent to the giving by the relevant third party entry of any judgment with respect to each indemnified party a release of all liability such Third Party Claim. (c) The indemnification required hereunder in respect of a Third Party Claim shall be made by prompt payment by the Seller of the amount of actual Losses in connection therewith, as and 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. (e) In the 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 claimIndemnified 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 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 Indemnified Party in such notice shall be conclusively deemed a liability of 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 or otherwise (and, in addition to the procedures set forth herein), the Indemnified Party shall deliver a written demand to the Seller which contains (i) a description and the amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, to the extent known, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VIII for such Losses and a reasonably detailed explanation of the basis therefor, and (iii) a demand for payment in the amount of such Losses. (g) Notwithstanding the provisions of Section 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. Any party entitled to indemnification hereunder (a) In the event that any claim shall give prompt notice to the indemnifying party of be asserted by any third party claim with respect to which it seeks indemnification against the Buyer Indemnitees or Seller Indemnitees (failure to do so shall not preclude such party’s right to indemnification Buyer Indemnitees or Seller Indemnitees, as the case may be, hereinafter, the "Indemnitees"), which, if such failure does not materially prejudice the indemnifying partysustained, and if such failure does materially prejudice the indemnifying partywould result in a Deficiency, then the indemnified party’s rights Indemnitees, as promptly as practicable after learning of such claim, shall only be diminished notify the Indemnifying Party of such claim, and shall extend to the extent of Indemnifying Party a reasonable opportunity to defend against such claim, at the prejudice), Indemnifying Party's sole expense and permit such indemnifying party to assume the defense of such claim with through legal counsel reasonably satisfactory acceptable to the indemnified party; Indemnitees, provided that any person entitled to indemnification hereunder shall the Indemnifying Party proceeds in good faith, expeditiously and diligently. The Indemnitees shall, at their option and expense, have the right to employ separate counsel and to participate in any defense undertaken by the defense Indemnifying Party with legal counsel of their own selection at the expense of the Indemnitees. No settlement or compromise of any claim which may result in a Deficiency may be made by the Indemnifying Party, without the prior written consent of the Indemnitees, unless: (A) prior to such settlement or compromise the Indemnifying Party acknowledges in writing its obligation to pay in full the amount of the settlement or compromise and all associated expenses; (B) the Indemnitees are furnished with a full release from the party or parties asserting the claim; and (C) the Indemnifying Party has the ability (financial or otherwise) to pay or perform such settlement or compromise. Unless the Indemnifying Party has elected not to defend against a claim, no settlement or compromise of any claim which may result in a Deficiency may be made by the Indemnitees without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party has elected to defend against a claim, but the Indemnitee determines in good faith that there is a reasonable probability that such claim may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnitee may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party Indemnifying Party will not be subject to bound by any liability for determination of a claim so defended or any compromise or settlement made effected without its consent (but such consent consent, which shall not be unreasonably withheld withheld, conditioned or delayed). No indemnifying party . (b) In the event that the Indemnitees assert the existence of any claim for Deficiency against the Indemnifying Party, they shall consent give written notice to any settlement of a claim without the consent Indemnifying Party of the indemnified party, which consent shall nature and amount of the Deficiency asserted. The parties agree that all such claims not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving disputed by the relevant third party Indemnifying Party shall be paid in cash by the Indemnifying Party within thirty (30) days after receiving notice of the claim. "Disputed Claims" shall mean claims by an Indemnitee which the Indemnifying Party objects to each indemnified party a release in good faith in writing within twenty (20) days after receiving notice of all liability in respect the claim. At the option of such claimthe Indemnitees, the Indemnitees may offset any established Deficiency or any portion thereof that has not been paid by the Indemnifying Party to the Indemnitees against any obligation the Indemnitees, or any of them, may have to the Indemnifying Party.

Procedures. Any party (a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification hereunder (the “Indemnifying Party”) in writing of any pending or threatened claim or demand that the Indemnified Party has determined has given or would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail (taking into account the information then available to the Indemnified Party) the facts and circumstances with respect to the subject matter of such claim or demand; provided, that the failure to provide such notice shall give prompt not release the Indemnifying Party from any of its obligations under this Article X except to the extent that the Indemnifying Party is materially prejudiced by such failure (as determined by a court of competent jurisdiction), it being agreed that notices for claims in respect of a breach of a covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 10.1 for such covenant or agreement. (b) Upon receipt of a notice of a Third Party Claim for indemnity from an Indemnified Party pursuant to Section 10.3 or Section 10.4, the Indemnifying Party will be entitled, by notice to the indemnifying party of any third party claim with respect to which it seeks indemnification Indemnified Party delivered within twenty (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent 20) Business Days of the prejudice)receipt of notice of such Third Party Claim, and permit such indemnifying party to assume the defense and control of such claim with counsel reasonably satisfactory to Third Party Claim (at the indemnified partyexpense of such Indemnifying Party); provided provided, that any person the Indemnifying Party shall not be entitled to indemnification hereunder assume the defense and control of such Third Party Claim if (i) the Indemnifying Party does not acknowledge that it would have an indemnity obligation for the Losses resulting from such Third Party Claim as provided under this Article X within thirty (30) days of receipt of notice of such Third Party Claim, (ii) the Third Party Claim relates to or arises in connection with any criminal Proceeding, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim; provided, further, that if the Indemnifying Party assumes the defense and control of such Third Party Claim, the Indemnifying Party shall have allow the right to employ separate counsel and Indemnified Party a reasonable opportunity to participate in the defense of such claimThird Party Claim with its own counsel and at its own expense; provided, but further, that the fees and expenses of such counsel Indemnified Party shall be entitled to participate in any such defense with its own counsel at the expense of such indemnified person unless the Indemnifying Party if (i) so requested by the indemnifying party has agreed Indemnifying Party to pay such fees or expenses, participate or (ii) the indemnifying party Indemnifying Party reasonably believes that, based on the advice of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable. If the Indemnifying Party does not assume the defense and control of any Third Party Claim pursuant to this Section 10.5(b), the Indemnified Party shall have failed be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such claim Third Party Claim with its own counsel and employ counsel at its own expense. Purchaser or Seller, as the case may be, shall, and shall cause each of its Affiliates and Representatives to, reasonably satisfactory to cooperate with the Indemnifying Party in the defense of any Third Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such personThird Party Claim. If such the Indemnifying Party has assumed the defense is not assumed by the indemnifying partyand control of a Third Party Claim, the indemnifying party will not it shall be subject authorized to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to a settlement or compromise of, or the entry of any settlement of a claim Judgment arising from, any Third Party Claim, in its sole discretion and without the consent of any Indemnified Party; provided, that such settlement or Judgment does not involve any injunctive or other equitable relief with respect to any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party or any of its Affiliates and expressly unconditionally releases the indemnified partyIndemnified Party and its Affiliates from all Liabilities with respect to such Third Party Claim. No Indemnified Party shall consent to the entry of any Judgment or enter into any settlement or compromise with respect to a Third Party Claim without the prior written consent of the Indemnifying Party, which consent not to be unreasonably withheld, conditioned or delayed. (c) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 10.3 or Section 10.4 that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within 30 days following the receipt of such notice that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a Liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of or resulting from such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of jurisdiction determined pursuant to Section 11.7. (d) Notwithstanding any of the foregoing, each of Seller and Purchaser (each a “Relevant Party”) shall have the exclusive right to control in all respects, and neither the other party (the “Other Party”) nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to any Tax Return of (i) the Relevant Party or any of its Affiliates or (ii) a consolidated, combined or unitary group that includes the Relevant Party or any of its Affiliates; provided that solely for purposes of this Section 10.5(d) each Purchased Company shall not be unreasonably withheld or delayed, and which does not include as considered an unconditional term thereof Affiliate of the giving by the relevant third party Purchaser with respect to each indemnified party any Tax Proceeding regarding a release of all liability in respect of such claimTax Return for a Pre-Closing Period.

Procedures. Claims for indemnification under this Agreement shall only be asserted and resolved as follows: (a) Any Buyer Indemnitee or Chromalloy Indemnitee claiming indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted (or the impositions of any penalty or assessment) against the Indemnified Party by a third party (“Third-Party Claim”) in respect of any matter that is subject to indemnification under Section 9.02 shall (i) promptly (but no later than twenty (20) days after receiving notice of the Third-Party Claim and becoming aware that such Indemnified Party may be entitled to indemnification hereunder therefor hereunder) notify the other Party (the “Indemnifying Party”) of the Third-Party Claim and (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) stating the nature, basis, the amount thereof (to the extent known or estimated, which amount shall not be conclusive of the final amount of such Third-Party Claim), the method of computation thereof (to the extent known or estimated), any other remedy sought thereunder, any relevant time constraints relating thereto, and, to the extent reasonably practicable, any other material details pertaining thereto, along with copies of the relevant documents evidencing such Third-Party Claim and the basis for indemnification sought. Failure to notify the Indemnifying Party in accordance with this Section 9.03(a) will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to give prompt such notice (and then only to the extent so prejudiced). The Parties will act in good faith in responding to, defending against, settling or otherwise dealing with Third-Party Claims. Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response to such Claim Notice. If the Indemnifying Party fails to so respond within thirty (30) days after delivery of the Claim Notice, then the Indemnifying Party will be entitled to defend the Third-Party Claims specified in such Claim Notice. (b) An Indemnifying Party may elect at any time to assume and thereafter conduct the defense of any Third-Party Claim with counsel of the Indemnifying Party’s choice if: (i) such Third-Party Claim involves only monetary damages and does not seek an injunction or other equitable relief against the Indemnified Party; (ii) in the reasonable opinion of counsel to the Indemnified Party there is no actual or potential conflict that exists between the Indemnified Party and the Indemnifying Party in connection with the defense of such Third-Party Claim; (iii) such Third-Party Claim does not involve any criminal or quasi-criminal Action or liability, (iv) such Third-Party Claim does not relate to Taxes and (v) such Third-Party Claim is not covered by the RWI Policy and the insurer under such RWI Policy does not assume control of the defense of such Third-Party Claim. Notwithstanding any such assumption of the defense of a Third-Party Claim by the Indemnifying Party, the Indemnified Party shall be entitled to participate in such defense at its own cost and expense. Each Indemnified Party shall cooperate in all respects with the conduct of such defense by the Indemnifying Party (including the making of any reasonable and related claims, counterclaims or cross complaints against any Person (other than a customer or supplier of the Precoat Business or any other Person with material business dealings with the Precoat Business) in connection with the Third-Party Claim). The Indemnifying Party will not approve of 73 the entry of any judgment or enter into any settlement or compromise with respect to such Third-Party Claim without the Indemnified Party’s prior written approval (not to be unreasonably withheld, conditioned or delayed), unless the terms of such settlement meets all of the following criteria: (w) the Indemnifying Party agrees in writing to pay or cause to be paid all amounts required by such judgment, settlement or compromise, (x) does not impose any consent order, injunction or decree that would restrict the future operation or conduct of the business of the Indemnified Party or any of its Affiliates or any other material non-monetary condition or obligation on the Indemnified Party or any of its Affiliates, (y) does not involve any finding or admission of a violation of Law and (z) provides for a full, unconditional and complete release of the claims that are the subject of such Third-Party Claim in favor of the Indemnified Party. If the Indemnified Party gives an Indemnifying Party notice of a Third-Party Claim and the Indemnifying Party does not, within thirty (30) days after such notice is given, (i) give notice to the indemnifying party Indemnified Party of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party its election to assume the defense of the Third-Party Claim pursuant to this Section 9.03 and (ii) thereafter promptly assume such claim with counsel reasonably satisfactory to defense, then the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in Indemnified Party may conduct the defense of such Third-Party Claim; provided, however, that the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to such Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). If (A) the Indemnifying Party and the Indemnified Party are both named parties to the Third-Party Claim and the Indemnified Party has been advised by outside counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (B) the Indemnified Party assumes the defense of a Third-Party Claim in accordance with this Agreement, in each case, the Indemnifying Party shall be liable for the reasonable expenses and fees of one separate counsel (in addition to one local counsel) for the Indemnified Party. (c) If any Indemnified Party becomes aware of any circumstances that may give rise to a claim for indemnification pursuant to Section 9.02 for any matter not involving a Third-Party Claim, then such Indemnified Party shall promptly (i) notify the Indemnifying Party and (ii) deliver to the Indemnifying Party a Claim Notice describing in reasonable detail the nature of the claim, but describing in reasonable detail the fees basis of the Indemnified Party’s request for indemnification under this Agreement and expenses including the Indemnified Party’s best estimate of the amount of Liabilities that may arise from such claim. Failure to notify the Indemnifying Party in accordance with this Section 9.03(c) will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent the Indemnifying Party is prejudiced by the Indemnified Party’s failure to give such notice (and then only to the extent so prejudiced). (d) With respect to a Third-Party Claim, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its Representatives all reasonable access to the books, records, employees and properties of such counsel Indemnified Party to the extent reasonably related to the matters to which the applicable Third-Party Claim relates. All such access shall be at granted during normal business hours and shall be granted under the expense conditions, which shall not unreasonably interfere with the business and operations of such indemnified person unless Indemnified Party. The Indemnified Party and the Indemnifying Party shall use reasonable efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any Privileges. (e) Any indemnification payment pursuant to this Article IX will be effected by wire transfer of immediately available funds from the Indemnifying Party, to an account designated by the Indemnified Party, and will be made within five (5) Business Days after the date on which (i) the indemnifying party has agreed to pay amount of such fees or expenses, payments are determined by mutual agreement of the Indemnifying Party and the Indemnified Party or (ii) both such amount and the indemnifying party shall Indemnifying Party’s obligation to pay such amount have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed been finally determined by the indemnifying partya final, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement non-appealable Governmental Order of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, court having jurisdiction over such matter as permitted by Section 11.05 and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party Section 11.06 if a release of all liability written response has been timely delivered in respect of such claimaccordance with this Section 9.03.

Procedures. Any party entitled (a) The Party seeking indemnification under Section 11.2 (the "Indemnified Party") agrees to indemnification hereunder shall give prompt written notice to the indemnifying party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of 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 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 so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party claim ("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 expense. If the Indemnifying Party assumes the control of the defense, the Indemnified Party shall be entitled to employ counsel, at its expense, separate from the 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 which it seeks indemnification such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (failure to do so ii) the Indemnified Party shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be at paid by the expense of such indemnified person unless Indemnified Party. (id) the indemnifying party has agreed The Stockholders and Buyer shall cooperate, and cause their respective Affiliates to pay such fees or expensescooperate, or (ii) the indemnifying party shall have failed to assume in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such claim records, information and employ 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 satisfactory available to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be them which relate to any Third Party 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 Claim. (f) The Seller's Representative and his Deputies (collectively the "Representatives") shall be free from any liability for when acting in good faith in accordance with any settlement made without its consent (but such consent written advice or opinion received from legal counsel, an independent certified public accountant or other expert rendering advice or an opinion within the area of his or her expertise. The Representatives shall not be unreasonably withheld liable for any mistakes of fact or delayed). No indemnifying party shall consent to errors of judgment, or for any settlement acts or omissions of a claim without the consent any kind unless caused by willful misconduct or gross negligence of the indemnified partyRepresentatives with regard to their duties under this Agreement. The Stockholders and Buyer hereby covenant not to sue xxx Representatives as a result of any and all loss, which consent damage, liability or expense that the Representatives may sustain or incur as a result of any action taken in good faith hereunder and not due to the Representatives' gross negligence or willful misconduct. The covenant not to sue xx this Section 11.3(f) shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof survive the giving by the relevant third party to each indemnified party a release termination of all liability in respect of such claimthis Agreement.

Procedures. (a) Any party entitled to Person making a claim for indemnification hereunder shall give prompt notice to under this Article VII or under Section 8.03 (an “Indemnitee,” it being understood and agreed that only the indemnifying party of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder Representative shall have the right to employ separate counsel 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 claimaction, lawsuit, proceeding, investigation or other 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 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 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 which, upon petition by the Indemnitee, 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”). Notwithstanding anything herein to the contrary, the Purchaser and the Surviving Company shall be entitled to control the defense of the 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 employ counsel separate from counsel employed by the Indemnitor in any such action and to participate in the defense thereof, 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 such indemnified person the Indemnitee unless the employment thereof has been specifically authorized by the Indemnitor in writing. (ic) If the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party Indemnitor shall have failed to assume control the defense of any such claim and employ counsel reasonably satisfactory then the Indemnitor shall be entitled to settle such person. If such defense is not assumed by the indemnifying partyclaim; provided, that, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnitor shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without obtain the prior written consent of the indemnified party, Indemnitee (which consent shall not be unreasonably withheld withheld, conditioned or delayed) before entering into any settlement of a claim or ceasing to defend such claim if, and which 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 include as an unconditional term thereof expressly and unconditionally release the giving Indemnitee from all liabilities and obligations with respect to such claim without prejudice. If the Indemnitee shall control the defense of any such claim due to (i) the Indemnitor’s election not to assume control of the defense of such claim or (ii) is unable to assume control of the defense of such claim due to the existence of one or more Litigation Conditions, the Indemnitee shall not pay or settle any such claim without the prior written consent of the Indemnitor, which consent may not be unreasonably withheld, conditioned or delayed; provided, however, that the prior written consent of the Indemnitor shall not be required if (i) the terms of such settlement obligate the Indemnitee to pay the full amount of damages in connection with such claim (including amounts covered by the relevant third party to each indemnified party a release of all liability in respect of such claim.then-remaining Deductible) and

Procedures. Any party entitled to seeking indemnification hereunder under Section 12.02 (the “Indemnified Party”) shall give prompt written notice to the indemnifying party against whom indemnity is sought (the “Indemnifying Party”) of the assertion or commencement of any claim, action, suit or proceeding by any third party alleging facts that if proven true would constitute a misrepresentation or breach of warranty by the Company or with respect to any Ancillary Agreement, the Company (a “Third Party Claim”); provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent that the Indemnifying Party has been prejudiced thereby. The Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of any Third Party Claim at its own expense. If the Indemnifying Party assumes control of the defense of a Third Party Claim, the Indemnifying Party shall not be liable under Section 12.03 for any settlement effected by the Indemnified Party without its consent of any Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes the defense of a Third Party Claim and if the Indemnified Party later determines in good faith that a Third Party Claim is likely to materially adversely affect it or its business in a manner that may not be adequately compensated by money damages, then the Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise, or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim and for the full amount of any other Damages suffered by the Indemnified Party as a result of or arising out of the Third Party Claim shall be at the Indemnifying Party’s expense. The party controlling the defense of any third party claim suit, action or proceeding shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimthereto.

Procedures. Any (a) A party entitled to seeking indemnification hereunder (the “Indemnified Party”) in respect of, arising out of, or involving a Third Party Claim shall give prompt deliver notice (a “Claim Notice”) in respect thereof to the indemnifying party Securityholder Representative, on behalf of any third party claim the Selling Shareholders, or to the applicable Supporting Shareholder, as applicable (the “Indemnifying Party”), with reasonable promptness after receipt by such Indemnified Party of notice of the Third Party Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. For the avoidance of doubt, in each case where the Indemnifying Party is, collectively, the Selling Shareholders, all references to which it seeks indemnification such Indemnifying Party in this Section 9.4 shall be deemed (except for provisions relating to an obligation to make or a right to receive any payments) to refer to the Securityholder Representative acting on behalf of such Indemnifying Party. The failure to do so deliver a Claim Notice, or any delay in providing such notice, however, shall not preclude such party’s right to indemnification if such failure does not materially prejudice release the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished Indemnifying Party from any of its obligations under this Article IX except to the extent that the Indemnifying Party is materially prejudiced by such failure or such Claim Notice is not delivered on or prior to the expiration of the prejudice), and permit such indemnifying party applicable survival period. (b) The Indemnifying Party shall not be entitled to assume the defense of such claim with counsel reasonably satisfactory to any Third Party Claim, and the indemnified party; provided that any person entitled to indemnification hereunder Indemnified Party shall have the sole right to employ separate counsel and to participate in defend, at the defense expense of the Indemnifying Party, any such claimThird Party Claim. The Indemnifying Party, but for the avoidance of doubt, shall be liable for the fees and expenses of counsel employed by the Indemnified Party, as well as any other fees and expenses incurred in connection with defending such counsel shall be at Third Party Claim, regardless of the outcome of any Third Party Claim (i.e., regardless as to whether or not the Indemnified Party is able to prevail on the merits of such Third Party Claim and regardless of whether or not the Indemnified Party obtains a final judgment that it is entitled to indemnification from the Indemnifying Party with respect to such Third Party Claim, the Indemnifying Party’s obligation to pay the fees and expense of such indemnified person unless (i) the indemnifying party has agreed to pay such counsel, as well as other fees or expenses, or (ii) the indemnifying party shall have failed to assume the and expenses incurred in defense of such claim Third Party Claim, shall be deemed a “Loss” and employ counsel reasonably satisfactory subject to such person. If indemnification hereunder), unless the Indemnifying Party can show with clear and convincing evidence that such defense is not assumed by the indemnifying partywas conducted in bad faith, in which case, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld responsible for such fees and expenses that were the result of or delayed)attributable to such bad faith. No indemnifying party The Indemnified Party shall consent have the right, in its sole discretion, to settle any settlement of Third Party Claim; provided, however, that if the Indemnified Party settles a claim Third Party Claim without the written consent of the indemnified party, Indemnifying Party (which consent shall not be unreasonably conditioned, withheld or delayed), the Indemnifying Party may still contest the validity and amount of the obligation the Indemnifying Party owes to the Indemnified Party pursuant to this Agreement and the settlement shall not be deemed dispositive of the validity or amount of any such obligation. The Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all witnesses, pertinent records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and which shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent (and only 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 IX. Following the delivery of a Claim Notice to the Securityholder Representative, subject to any solicitor-client privilege or contractual or implied obligation of confidentiality of Parent or its Affiliates, the Securityholder Representative and its Representatives shall be given reasonable access (including electronic access, to the extent available) as they may reasonably require to the books and records of the Company Group and reasonable access to such personnel or Representatives of the Company Group and Parent upon not less than one Business Day’s advance written notice and during the normal hours of operation for Parent and/or the Company Group, including to the individuals responsible for the matters that are the subject of the Claim Notice, as they may reasonably require the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Claim Notice. If the Indemnifying Party does not include as an unconditional term thereof notify the giving by the relevant third party to each indemnified party Indemnified Party within 20 Business Days following its receipt of a release of all liability Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such claimDirect Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. If no agreement can be reached after good faith negotiation between the parties, either Parent or the Securityholder Representative may initiate formal legal action with the Court to resolve such dispute. Any final, non-appealable decision of the Court as to the validity and amount of any claim in such Claim Notice shall be binding and conclusive upon the parties to this Agreement. (d) The indemnification required hereunder shall be made by prompt payment by the Escrow Agent (to the extent of any amounts then held in the Indemnity Escrow Fund, if applicable) or the Indemnifying Party (to the extent the Indemnity Escrow Fund has been depleted or claims for Losses exceed the amounts held in the Indemnity Escrow Fund, if applicable), and to the extent a payment is to be made by the Escrow Agent, the Securityholder Representative shall, jointly with Parent and Sub, deliver a written direction to that effect to the Escrow Agent, of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party, together with interest on any amount not paid to the Indemnified Party by the Escrow Agent or the Indemnifying Party, as applicable, within ten Business Days after a final determination that a viable Loss is subject to indemnification hereunder, with such interest, being payable from the date such Losses have been finally determined as being owed by an Indemnifying Party to an Indemnified Party, at a rate equal to 10% per annum, calculated on the basis of a year of 365 days and the number of days elapsed. (e) An 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 an Indemnified Party. (f) Notwithstanding the provisions of Section 11.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court of competent jurisdiction in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere.

Procedures. (a) Any party entitled to seeking indemnification hereunder under Section 10.02 (the "Indemnified Party") shall give prompt notice to the indemnifying party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any third party claim Third Party Claim; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder, except to the extent that the Indemnifying Party has been materially prejudiced thereby. The Indemnifying Party may, and at the request of the Indemnified Party shall, participate in the defense of any Third Party Claim at its own expense. The Indemnifying Party shall have the right, by giving notice to the Indemnified Party within ten (10) days of receipt of notice from the Indemnified Party of a Third Party Claim stating that the 51 Indemnifying Party is responsible for such Third Party Claim, at its expense, to defend against, negotiate, settle or otherwise deal with any Third Party Claim with respect to which it seeks indemnification (failure is the Indemnifying Party and to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice have the indemnifying partyIndemnified Party represented by counsel, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified partyIndemnified Party, selected by the Indemnifying Party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to Indemnified Party may participate in any proceeding with counsel of its choice and at its expense; provided further that SVT and Buyer, at any time when they believe in good faith that any Third Party Claim with respect to which Seller or Parent is defending, is reasonably likely to have a material adverse effect on the Business, assets, affairs, condition (financial or otherwise) or prospects of Buyer or SVT or the Purchased Assets, or could adversely affect or detract from the value of the Purchased Assets or the Business, may assume the defense and settlement of such claimThird Party Claim in good faith, but with counsel of its choice, and be fully indemnified therefore; and provided further that the fees Indemnifying Party may not enter into a settlement of any Third Party Claim without the consent of the Indemnified Party unless such settlement requires no more than a monetary payment for which the Indemnified Party is fully indemnified. (b) The first $1,900,000, in the aggregate, of Parent's and expenses of such counsel Seller's indemnification obligations pursuant to this Article X shall be at paid in the expense form of such indemnified person unless immediately available U.S. denominated funds. If, however, any portion of the Earnout has not been paid to Parent, Buyer and Seller shall first offset the amount owed under this Article X by the amount of the unpaid Earnout. Thereafter, any further indemnification obligation of Seller or Parent shall be paid, as determined by SVT in its sole discretion, in the form of either (i) the indemnifying party has agreed to pay such fees or expenses, immediately available U.S. denominated funds or (ii) the indemnifying party return of the applicable number of shares of the SVT Stock, with the per share value determined by SVT's then-most recent financing; provided, however, that if SVT elects not to receive shares of the SVT Stock, it shall waive the restrictions on transfer of the shares of the SVT Stock contained in Section 5.08(a) to the extent reasonably necessary to permit Parent to sell such shares. (c) If either Parent or Seller shall not have failed satisfied any liability hereunder at any time when Buyer and SVT become obligated to assume make any payments of the defense Earnout pursuant to Section 2.11, Buyer and SVT may satisfy the unpaid portion of such claim and employ counsel reasonably satisfactory to Claim by setting off such person. If such defense is not assumed by amount against the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent amount of the indemnified party, which consent shall not Earnout payment that would otherwise be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimdue.

Procedures. Any party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person entitled to seek indemnification hereunder under Section 5.2(c), Section 8.2 or Section 8.3 (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 is subject to indemnification under Section 5.2(c), Section 8.2 or Section 8.3 the Indemnified Party shall give prompt notice promptly (i) notify the Party against whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the indemnifying party Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of any third party claim the Third Party Claim, a copy of all papers served with respect to which it seeks 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 (failure under this Agreement. Failure to do so timely provide such Claim Notice shall not preclude such partyaffect the right of the Indemnified Party’s right to indemnification if such failure does not materially prejudice the indemnifying partyhereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent (and then only to the extent) the Indemnifying Party is prejudiced by such failure. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim as provided in this Section 8.4(b). If the Indemnifying Party notifies the Indemnified Party, which notice can be given at any time after the Indemnifying Party’s receipt of the prejudice)Claim Notice, and permit such indemnifying 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 Indemnifying Party to dispute whether such claim with counsel reasonably satisfactory to is an indemnifiable Damage under this Agreement), then the indemnified party; provided that any person entitled to indemnification hereunder Indemnifying Party shall have the right to employ separate defend such Third Party Claim with counsel and to participate in selected by the defense of such claim, but the fees and expenses of such counsel Indemnifying Party (who shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such personthe Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 8.4(b). If The Indemnifying Party shall have full control of such defense is and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for enter into any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim agreement without the written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld 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 such claim and the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates or otherwise result in any material adverse effect on the Indemnified Party or (ii) the compromise or settlement relates to the Proceedings set forth on Schedule 3.6, and following such compromise or settlement, Buyer, as the Indemnified Party, will have no liability with respect to such litigation. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 8.4(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not include as an unconditional term thereof timely notify the giving Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 8.4(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 entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the relevant third party Indemnified Party, by all appropriate proceedings. In such circumstances, the Indemnified Party shall 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 each indemnified party be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). If the Indemnifying Party fails to notify the Indemnified Party of its consent or non-consent to such compromise or settlement within ten days from its receipt of a release request therefor, the Indemnifying Party shall be deemed to have consented to such compromise or settlement. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 8.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) 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 Indemnifying Party written notice thereof prior to the expiration of the applicable survival period set forth in Section 8.1. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all liability available material written evidence thereof and indicate the estimated amount, if reasonably practicable, of Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of 20 Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such 20 Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (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. The amount of any Damages shall take into account any net Tax benefits attributable to the circumstance or event giving rise to such Damages.

Procedures. Any (a) The party entitled seeking indemnification under Section 11.02 (the "INDEMNIFIED PARTY") agrees to indemnification hereunder shall give prompt notice ----- to the indemnifying party against whom indemnity is sought (the "INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any suit, action or proceeding ("CLAIM") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party"THIRD PARTY CLAIM") and, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished subject to the extent limitations set forth in this Section, shall be entitled to control and appoint lead counsel (who shall be reasonably acceptable to the Indemnified Party) for such defense, in each case at its expense. (c) If the Indemnifying Party shall assume the control of the prejudice), and permit such indemnifying party to assume the defense of any Third Party Claim in accordance with the provisions of this Section, (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 claim with counsel reasonably satisfactory Third Party Claim or consenting to entry of any judgment and (ii) the indemnified party; provided that any person Indemnified Party shall be entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claimThird Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party, but except that if the Indemnifying Party has a conflict of interest with respect to any Third Party Claim, the Indemnifying Party shall pay the fees and expenses of such separate counsel for the Indemnified Party. (d) If the Indemnifying Party shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed fail to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume timely undertake the defense of such claim any Third Party Claim in accordance with the provisions of this Section and employ counsel reasonably satisfactory to such person. If such defense is not assumed by notify the indemnifying partyIndemnified Party thereof, the indemnifying party will Indemnified Party may, but shall not be subject to obligated to, undertake the defense of the same and make any liability for any compromise or settlement made thereof and recover the entire cost thereof from the Indemnifying Party, including without its consent limitation reasonable attorneys' and expert's fees (but the Indemnified Party shall not have the right to make any compromise or settlement of, or consent to the entry of judgment in, any such Third Party Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayedwithheld). No indemnifying . (e) Each party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayedcooperate, and which does not include cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability may be reasonably requested in respect of such claimconnection therewith.

Procedures. Any (a) In respect of a claim arising out of or involving a Loss by any Person against a Purchaser Indemnified Party or a Seller Indemnified Party (such person, an “Indemnified Party” and such claim a “Third Party Claim”), such Indemnified Party shall deliver a Claim Notice in respect thereof to Seller or Purchaser, as applicable (such person, the “Indemnifying Party”) with reasonable promptness after receipt by the Indemnified Party of notice of the Third Party Claim (and in any event within ten Business Days after becoming aware of such claims), and shall provide the Indemnifying Party with (i) the specific subsection of Section 8.2 upon which the Indemnified Party is basing its claim and, if applicable, the representation and warranty or covenant alleged to have been breached by the Indemnifying Party; (ii) a reasonably detailed description of the facts and circumstances giving rise to the claim to the extent that such information is available to the Indemnified Party; and (iii) to the extent estimable, a good faith estimate of the total amount of, the Losses actually incurred or expected to be incurred by the Indemnified Party with respect to such claim ((i) through (iii) the “Claim Information”). The failure to timely deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 8 except to the extent that the Indemnifying Party is materially prejudiced by such failure. A party’s consent to any settlement of a Third Party Claim shall not be used as evidence of the truth of the allegations in any Third Party Claim or the merits of such Third Party Claim. Furthermore, the existence of any Third Party Claim shall not create a presumption of any indemnification obligation of any party entitled to indemnification hereunder this Agreement or any breach of any representations, warranties or covenants set forth in this Agreement or any Ancillary Agreement. (b) The Indemnifying Party shall give prompt have the right, upon written notice to the indemnifying party Indemnified Party within [*] days of any third party claim receipt of a Claim Notice from the Indemnified Party in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with respect counsel selected by the Indemnifying Party and reasonably satisfactory to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure the Indemnified Party. If the Indemnifying Party does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party expressly elect to assume the defense of such claim Third Party Claim within the time period and otherwise in accordance with counsel reasonably satisfactory the first sentence of this Section 8.3(b), the Indemnified Party shall have the sole right to assume the indemnified party; provided that any person entitled to indemnification hereunder defense of such Third Party Claim. The Party not controlling the defense of the Third Party Claim shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) party unless, in the indemnifying party has agreed opinion of outside counsel to pay such fees the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel due to actual or expensespotential conflicts of interest, or (ii) in which case the indemnifying party Indemnified Party shall have failed the right to assume employ counsel to represent it and in that event the defense reasonable documented out-of-pocket fees and expenses of such claim and employ separate counsel reasonably satisfactory shall be deemed to be Losses in the event that Indemnifying Party is deemed to be otherwise finally determined to be liable for Losses pursuant to such person. If Claim Notice. (c) The Party not controlling the Third Party Claim (the “Non-Controlling Party”) shall reasonably cooperate with the Party controlling the Third Party Claim (the “Controlling Party”) in such defense and make available to the Controlling Party all witnesses, pertinent records, materials and information in the Non-Controlling Party’s possession or under the Non-Controlling Party’s control relating thereto as is not assumed reasonably required by the indemnifying partyControlling Party; provided, however, that such actions and cooperation by the indemnifying party Non-Controlling Party will not be subject unduly disrupt the operations of the Non-Controlling Party’s business or cause the Non-Controlling Party to waive any liability for statutory or common law privileges, breach any settlement made without its consent (but such consent confidentiality obligations owed to Third Parties or otherwise cause any confidential information of the Non-Controlling Party to become public. The Controlling Party shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim not, without the prior written consent of the indemnified party, Non-Controlling Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim; provided, however, that, if an Indemnifying Party is proposing to enter into any settlement or compromise or consent to the entry of any monetary judgment with respect to such Third Party Claims, such consent of Indemnified Party shall not be required if (i) the Indemnifying Party agrees to pay or cause to be paid any amounts payable pursuant to such settlement, compromise or judgment (net of applicable baskets and deductibles set forth in Section 8.4) and such settlement, compromise or judgment includes no admission of liability by or other obligation on the part of the Indemnified Party, (ii) such settlement, compromise or judgment includes no finding or admission of liability by or other obligation or equitable remedies on the part of the Indemnified Party with respect to such Third Party Claim, and which does not include as (iii) such claim, settlement, compromise or judgment includes an unconditional term thereof the giving written release by the relevant third party to each indemnified party a release claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim. (d) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness, and shall provide the Indemnifying Party with the Claim Information and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to timely deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 8 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, including 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; provided, however, that such actions and cooperation by the Indemnified Party will not unduly disrupt the operations of the Indemnified Party’s business or cause the Indemnified Party to waive any statutory or common law privileges, breach any confidentiality obligations owed to Third Parties or otherwise cause any confidential information of the Indemnified Party to become public. If the Indemnifying Party does not notify the Indemnified Party within 15 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 indemnify the Indemnified Party for such Losses (or, in the case of any notice in which the Losses (or any portion thereof) are estimated, the amount of such Losses (or such portion thereof) as finally determined) subject to the limitations of this Section 8. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall indemnify the Indemnified Party for such Losses (or, in the case of any notice in which the Losses (or any portion thereof) are estimated, the amount of such Losses (or such portion thereof) as finally determined) subject to the limitations of this Section 8, without prejudice to or waiver of the Indemnified Party’s claim for the difference. If the Indemnifying Party contests the payment of all or part of the claimed amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 30 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to arbitration in accordance with the provisions of Section 10.8. (e) A Claim Notice shall with respect to Third Party Claims, include copies of material communications and documentation, any summons, complaint or other pleading which may have been served on such Party and any written claim, demand, invoice, bill or other document evidencing or asserting the same. (f) To the extent the Indemnifying Party makes or is required to make any indemnification payment to the Indemnified Party, the Indemnifying Party will be entitled to exercise, and will be subrogated to, any rights and remedies (including rights of indemnity, rights of contribution and other rights of recovery) that the Indemnified Party or any of the Indemnified Party’s Affiliates may have against any other Person with respect to any Losses or circumstances to which such indemnification payment is directly or indirectly related. The Indemnified Party will take such actions as the Indemnifying Party may reasonably request for the purpose of enabling the Indemnifying Party to perfect or exercise the Indemnifying Party’s right of subrogation hereunder.

Procedures. Any (a) In order for a party (the "Indemnified Party") to be entitled to any indemnification hereunder shall give prompt notice to provided for under this 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 indemnifying party (the "Indemnifying Party") in writing (and in reasonable detail) of any third party claim with respect to which it seeks indemnification the Third Party Claim within fifteen (15) business days after receipt by such Indemnified Party of notice of the Third Party Claim; provided, however, that failure to do so give such notification shall not preclude such party’s right to affect the indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished provided under this Agreement except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the prejudiceIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party's receipt thereof, copies of all notices and permit such indemnifying party 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 chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party elect to assume the defense of such claim with counsel reasonably satisfactory a Third Party Claim, the Indemnifying Party shall not be liable to the indemnified party; provided that Indemnified Party for any person entitled to indemnification hereunder legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of 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 claim, but defense. The Indemnifying Party shall be liable for the fees and expenses of such counsel shall be at employed by the expense of such indemnified person unless Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (i) other than during any period in which the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party Indemnified Party shall have failed to assume 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 under this Agreement. Whether or not the Indemnifying Party assumes the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying partya Third Party Claim, the indemnifying party will Indemnified Party shall not be subject to admit any liability for any settlement made with respect to, or settle, compromise or discharge, such Third Party Claim without its the Indemnifying Party's prior written consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld withheld). If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or delayeddischarge 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 which 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 9.02 or 9.03 that does not include as an unconditional term thereof involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the giving by the relevant third party to each indemnified party a release of all liability in respect Indemnified Party shall deliver notice of such 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 9.02 or 9.03, 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 such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.

Procedures. Any (a) The terms of this Section 7.4 shall apply to any third-party entitled to claim (a "Claim") that may result in indemnification hereunder under the terms of Sections 7.2 or 7.3. The TeleCorp Indemnified Party or AT&T Indemnified Party (each, an "Indemnified Party"), as the case may be, shall give prompt written notice of such Claim to the indemnifying party (the "Indemnifying Party") under the applicable Section, which party may assume the defense thereof, provided, that -------- any delay or failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is materially prejudiced by reason of such delay or failure. The Indemnified Party shall have the right to approve any counsel selected by the Indemnifying Party and to approve the terms of any third party proposed settlement, such approvals 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 the Indemnified Party in respect of the claim with respect in question). Notwithstanding any of the foregoing to which it seeks indemnification (failure to do so the contrary, the provisions of this Article VII shall not preclude such party’s right be construed so as to provide for the indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of 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 prejudice)provisions of this Article VII to the fullest extent permitted by Law. (b) If the Indemnifying Party undertakes the defense of any Claim, and permit the Indemnifying Party will keep the Indemnified Party advised as to all material developments in connection with such indemnifying party Claim, including promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewith. (c) If the Indemnifying Party fails to assume the defense of such claim with counsel reasonably satisfactory to any Claim within thirty (30) days after receiving written notice thereof, the indemnified party; provided that any person entitled to indemnification hereunder Indemnified Party shall have the right, subject to the Indemnifying Party's right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense pursuant to the provisions of this Article VII, to undertake the defense, compromise or settlement of such claim Claim for the account of the Indemnifying Party. Unless and employ counsel reasonably satisfactory to such person. If such until the Indemnified Party assumes the defense is not assumed by the indemnifying partyof any Claim, the indemnifying party will not be subject Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each Indemnified Party shall agree in writing prior to any liability such advance that, in the event he, she or it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that it shall be determined that he, she or it was not entitled to indemnification under this Article VII. (d) In no event shall an Indemnifying Party be required to pay in connection with any settlement made without its consent Claim for more than one firm of counsel (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent and local counsel) for each of the indemnified partyfollowing groups of Indemnified Parties: (i) AT&T, which consent shall not be unreasonably withheld or delayedits Affiliates, and which does not include as an unconditional term thereof the giving by shareholders, members, managers, officers, employees, agents and/or the relevant third party to each indemnified party a release legal representatives of all liability in respect any of such claimthem; and (ii) TeleCorp and its Affiliates, and the shareholders, members, managers, officers, employees, agents and/or the legal representatives of any of them.

Procedures. Any party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person entitled to seek indemnification hereunder 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 is subject to indemnification under Section 10.2 or Section 10.3 the Indemnified Party shall give prompt notice promptly (i) notify the Party against whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the indemnifying party Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of any third party claim the Third Party Claim, a copy of all papers served with respect to which it seeks 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 (failure under this Agreement. Failure to do so timely provide such Claim Notice shall not preclude such partyaffect the right of the Indemnified Party’s right to indemnification if such failure does not materially prejudice the indemnifying partyhereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of (and then only to the prejudice), and permit extent) the Indemnifying Party is prejudiced by such indemnifying party to assume the defense of such claim 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 partyIndemnified 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 full control of such defense and proceedings, including any compromise or settlement thereof; provided that the prior written consent of the Indemnified Party shall be required with respect to any person entitled such compromise or settlement if (A) the Indemnified Party or any of its Affiliates would be required to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense pay any monetary damages as a result of such claimcompromise 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 Claim. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or 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 fees Ind emnifying 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 defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s outside counsel shall be at have reasonably concluded and advised in writing (with a copy to the expense of Indemnifying Party) that there are defenses available to such indemnified person unless Indemnified Party that are different from or additional to those available to the Indemnifying Party or (iy) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party Indemnified Party’s outside counsel shall have failed advised in writing (with a copy to assume the defense Indemnifying Party) that there is a conflict of such interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. (c) Any claim by an Indemnified Party on account of Damages that does not result from a Third Party Claim (a “Direct Claim”) must be asserted by giving the Indemnifying Party written notice thereof prior to the expiration of the applicable survival period set forth in Section 10.1. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and employ counsel indicate the estimated amount, if reasonably satisfactory practicable, of Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) Business Days within which to respond in writing to such personDirect Claim. If the Indemnifying Party does not so respond within such defense is not assumed by the indemnifying partytwenty (20) Business Day period, the indemnifying party Indemnifying Party will not be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (d) Any indemnification payment made pursuant to this Agreement shall be net of any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent insurance proceeds realized by and paid to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability Indemnified Party in respect of such claim.

Procedures. Any (e) In order for a party (the “Indemnified Party”) to be entitled to any indemnification hereunder provided for under this Agreement 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”), such Indemnified Party shall give prompt deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt of written notice of the Third Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article IV except to the extent that the Indemnifying Party is materially prejudiced by such failure. (f) The Indemnifying Party shall have the right, upon written notice to the indemnifying party Indemnified Party within thirty (30) days of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice receipt of notice from the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent Indemnified Party of the prejudice)commencement of such Third Party Claim, and permit such indemnifying party to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party unless (i) the Indemnifying Party is also a named party to such Third Party claim and legal counsel to the Indemnified Party determines in good faith that joint representations would be inappropriate due to an ethical conflict or a conflict of interest or (ii) the Indemnifying Party failed to provide reasonable assurance to the Indemnified Party of its financial capacity to competently defend such Third Party Claim and provide indemnification with respect to such Third Party Claim. If the Indemnifying Party assumes the defense of such claim with counsel reasonably satisfactory to Third Party Claim, the indemnified party; provided that any person entitled to indemnification hereunder Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) Indemnified Party. If the indemnifying party shall have failed to assume Indemnifying Party assumes the defense of such claim and employ counsel any Third Party Claim, the Indemnified Party shall reasonably satisfactory to such person. If cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is not assumed reasonably required by the indemnifying partyIndemnifying Party. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the indemnifying party will Indemnified Party shall not be subject to admit any liability for any settlement made without its consent (but with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim Third Party Claim without the consent of the indemnified partyIndemnifying Party’s prior written consent, (which consent shall not be unreasonably withheld or delayed, and which withheld). (g) In the event an Indemnified Party should have a claim against the Indemnifying Party hereunder that does not include as an unconditional term thereof involve a Third Party Claim being asserted against or sought to be collected from the giving by Indemnified Party, the relevant third party to each indemnified party a release of all liability in respect Indemnified Party shall deliver notice of such claimclaim promptly to the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article IV except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall provide reasonable access to personnel and to information, records and documents relating to such matters.

Procedures. Any party entitled to ¤ Each Person seeking indemnification hereunder under this Article 11 (the “Indemnified Party”) shall give prompt notice to the indemnifying party Person from whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action by any third party (“Third Party Claim”); provided that the failure of the Indemnified Party to give notice as provided in this Section 11.03(a) shall not relieve any Indemnifying Party of its obligations under Section 11.02, except to the extent that such failure 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). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to which it seeks indemnification (failure to do so shall not preclude any such party’s right to indemnification if such failure does not materially prejudice Third Party Claim reasonably requested by the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder Indemnifying Party. The Indemnifying Party shall have the right right, at its sole option and expense, to employ separate be represented by counsel of its choice and, subject to the limitations set forth in this Section 11.03, to assume control of, and defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim, but the Indemnified Party may nonetheless participate in the defense of such claimThird Party Claim with its own counsel and at its own expense. If the Indemnifying Party elects not to defend against, but negotiate, settle or otherwise deal with any Third Party Claim or resolve any Environmental Matter pursuant to this Article 11, then the fees and expenses 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 Third 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 counsel 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 such indemnified person unless the Indemnifying Party if (i) requested by the indemnifying party has agreed Indemnifying Party to pay such fees or expenses, participate or (ii) in the indemnifying party shall have failed reasonable opinion of counsel to assume the defense of Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by separate representation advisable; provided, further that the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld required to pay for more than one such counsel (in addition to local counsel) for all Indemnified Parties in connection with any Third Party Claim or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimEnvironmental Matter.

Procedures. Any party entitled to (a) The Parent Indemnitee seeking indemnification hereunder (the “Indemnified Party”) shall give prompt notice to Adenyo (the indemnifying party “Indemnifying Party”) of the assertion or commencement of any Claim in respect of which indemnity may be sought and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not diminish the right to set-off against the Earn-out Amount hereunder, except to the extent the Indemnifying Party demonstrates that the defense of the Claim is adversely prejudiced by the Indemnifying Party’s failure to give that notice. (b) If an Indemnified Party gives notice to the Indemnifying Party of any Claim asserted by any third party claim (“Third-Party Claim”), then the Indemnifying Party shall be entitled to participate in the defense of the Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Party is also a Person against whom the Third-Party Claim is made and the Indemnified Party determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend the Third-Party Claim and - 110 - provide indemnification with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudiceThird-Party Claim), and permit such indemnifying party to assume the defense of such claim the Third-Party Claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled Indemnified Party. After notice from the Indemnifying Party to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense Indemnified Party of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed its election to assume the defense of such claim the Third-Party Claim (and employ subject to the conditions set forth in the preceding sentence), the Indemnifying Party shall not, so long as it diligently conducts the defense, be liable to the Indemnified Party under this Article 10 for any fees of other counsel reasonably satisfactory or any other expenses with respect to such personthe defense of the Third-Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of the Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Third-Party Claim, then (A) such defense is not assumed assumption will conclusively establish for purposes of this Article 10 that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (B) no compromise or settlement of the Third-Party Claim may be effected by the indemnifying partyIndemnifying Party without the Indemnified Party’s written consent unless (1) there is no finding or admission of any violation of Applicable Law or any violation of the rights of any Person; (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (or, in connection with such settlement, the indemnifying party Indemnified Party will not be subject entitled to any liability for any settlement made without its consent (but set off the full amount of the Damages against the Earn-out Amount, in which case such consent shall not be unreasonably withheld withheld, conditioned or delayed). No indemnifying party , and (3) the Indemnified Party shall consent have no liability with respect to any compromise or settlement of the Third-Party Claims effected without its written consent. (c) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a claim reasonable probability that a Third-Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Article 10, then the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle the Third-Party Claim, but the Indemnifying Party will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Article 10 or any compromise or settlement effected without the its prior written consent of the indemnified party, (which consent shall may not be unreasonably withheld withheld, delayed or delayedconditioned). (d) With respect to any Third-Party Claim subject to indemnification under this Article 10: (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other Person reasonably informed of the status of the Third-Party Claim and any related proceedings at all stages thereof where the Person is not represented by its own counsel, and which does not include as an unconditional term thereof (ii) the giving by the relevant third party Parties agree to render to each indemnified party other assistance as they may reasonably require of each other and to cooperate in good faith with each other to ensure the proper and adequate defense of any Third-Party Claim. (e) With respect to any Third-Party Claim subject to indemnification under this Article 10, the parties agree to cooperate in a release manner as to preserve in full (to the extent possible) the confidentiality of all liability confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use reasonable efforts, in respect of such claimany Third-Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Procedures. Any (a) In order for a party (the “Indemnified Party”) to be entitled to any indemnification hereunder provided for under this Agreement 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”), such Indemnified Party shall give prompt deliver notice thereof to the Securityholder Representative, on behalf of the Securityholders, or to the Parent, as applicable (the Securityholders collectively or Parent, as applicable, the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of written notice of the Third Party Claim and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to 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. For the avoidance of doubt, in each case where the Indemnified Party or the Indemnifying Party is, collectively, the Securityholders, all references to such Indemnified Party or Indemnifying Party, as the case may be, in this Section 7.4 shall be deemed (except for provisions relating to an obligation to make or a right to receive any payments) to refer to the Securityholder Representative acting on behalf of such Indemnified Party or Indemnifying Party, as applicable. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses (subject to the limitations set forth in this Agreement) that may result from a Third Party Claim that is exclusively for civil monetary damages at law pursuant to the terms of this Agreement, the Indemnifying Party shall have the right (except with respect to any Third Party Claim involving a customer or potential customer of the Indemnified Party or any of its Affiliates), upon written notice to the indemnifying 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, and assert any claims, including counter claims, cross-claims and third-party claims, in connection therewith (and any award with respect thereto will reduce the Loss on a dollar for dollar basis), at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any third party claim with respect Third Party Claim, it shall have the right to which take such action as it seeks indemnification (failure deems necessary to do so avoid, dispute, defend, appeal or make claims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not preclude such party’s be entitled to assume the defense of any Third Party Claim for equitable or injunctive relief or any claim that would impose criminal liability or damages, and the Indemnified Party shall have the right to indemnification if defend any such failure does not materially prejudice Third Party Claim at the indemnifying party, and if such failure does materially prejudice expense of the indemnifying party, then the indemnified party’s rights shall only be diminished Indemnifying Party to the extent of such Third Party Claim gives rise to indemnifiable Losses. If the prejudice), and permit such indemnifying party Indemnifying Party does not expressly elect to assume the defense of such claim Third Party Claim within the time period and otherwise in accordance with counsel the first sentence of this Section 7.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim and, in any such case, shall keep the Securityholder Representative reasonably satisfactory informed of all material developments relating to such Third Party Claim. Notwithstanding anything to the indemnified party; provided contrary in this Agreement, in the event that the defense of any person entitled Third Party Claim is conducted by the Indemnified Party in accordance with this Section 7.4(b), the Indemnified Party shall not consent to indemnification hereunder the entry of any judgment or enter into any settlement or compromise of such Third Party Claim without the prior written consent of the Securityholder Representative (such consent not to be unreasonably withheld, conditioned or delayed). If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of such indemnified person the Indemnified Party unless (i) the indemnifying party has agreed to pay employment of such fees or expenses, counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the indemnifying party shall have failed named parties to assume 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, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such claim defense and employ counsel 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 satisfactory to such personrequired by the Indemnifying Party. If such the Indemnifying Party assumes the defense is not assumed by the indemnifying partyof any Third Party Claim, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim not, without the prior written consent of the indemnified partyIndemnified Party, which enter into any settlement or compromise or consent shall not be unreasonably withheld to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or delayedjudgment (A) involves a finding or admission of wrongdoing, and which (B) does not include as an unconditional term thereof the giving written release by the relevant third party to each indemnified party a release claimant or plaintiff of the Indemnified Party from all liability in respect of such claimThird Party Claim or (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (c) Subject to the limitations set forth herein, the indemnification required hereunder in respect of a Third Party Claim shall be made by prompt payment by the Escrow Agent (to the extent of any amounts then held in the Indemnity Escrow Fund if applicable) or the Indemnifying Party (to the extent of any amounts not then held in the Indemnity Escrow Fund if applicable) of the amount of Losses in connection therewith to the extent such Losses have been determined to be indemnifiable Losses hereunder pursuant to the terms hereof. (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 claim with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. If the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, 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 pay the amount of such liability to the Indemnified Party on demand (which may be paid out of the Indemnity Escrow Fund to the extent of any amounts then held in the Indemnity Escrow Fund, if applicable). If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount (which may be paid out of the Indemnity Escrow Fund to the extent of any amounts then held in the Indemnity Escrow Fund, if applicable) promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference.

Procedures. Any party (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall deliver notice thereof to the 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 reasonable detail the facts giving rise to any claim for indemnification hereunder and the basis for indemnification (including the applicable provision of this Agreement alleged to have been breached and under which indemnification is being sought), an estimate in reasonable detail of the Losses incurred in connection therewith and (if applicable and if known), the method of computation of such amount and such other information with respect thereto as the Indemnifying Party may reasonably request, to the extent available; provided, however, that the failure to so notify the Indemnifying Party shall give prompt relieve the Indemnifying Party from Liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in (i) the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or (ii) material prejudice to the Indemnifying Party with respect to such claim. (b) The Indemnifying Party shall have the right, upon written notice to the indemnifying party Indemnified Party within sixty (60) days of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice receipt of notice from the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent Indemnified Party of the prejudice)commencement of such Third-Party Claim, and permit such indemnifying party to assume the defense thereof at the expense of such claim the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the indemnified party; provided Indemnified Party, provided, that any person entitled the Indemnifying Party shall not have the right to indemnification hereunder assume control of such defense if the claim over which the Indemnifying Party seeks to assume control (i) involves a claim which would be materially detrimental to or materially injure the Indemnified Party’s reputation, employee, customer, payor or other material business relations, (ii) primarily seeks non-monetary relief (except if the only non-monetary relief sought is a declaratory judgment), (iii) involves criminal allegations against the Indemnified Party, (iv) is one in which the Indemnifying Party is also a party and joint representation would be inappropriate due to conflicts of interest or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, (v) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend, (vi) such claim is by a Governmental Authority (other than if such claim relates to Taxes or the Other Businesses) or (vii) it is reasonably likely that damages will be awarded in excess of the Indemnifying Party’s cap on liability for Losses arising in connection therewith. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of thereof so long as such claimparticipation does not interfere with the Indemnifying Party’s defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such indemnified person unless (i) defense and make available to the indemnifying party has agreed to pay such fees Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or expensesunder the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party and at the sole cost of the Indemnifying Party. 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. (iic) If the indemnifying party shall have failed to Indemnifying Party is entitled to, and does assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed a Third-Party Claim, no settlement or compromise thereof may be effected by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim Indemnifying Party without the written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), provided, however, that such consent shall not be required if (i) the settlement agreement contains a complete and which unconditional general release by the Third Party asserting the claim to all Indemnified Parties affected by the claim without any obligation on the part of any Indemnified Party (other than an obligation to pay amounts being borne entirely by the Indemnifying Party) and (ii) the settlement agreement provides, as the sole relief, monetary damages that are paid in full by the Indemnifying Party and does not include as an unconditional term thereof contain any sanction or restriction upon the giving conduct or operations of any business by the relevant third party Indemnified Party or any of its Affiliates. Notwithstanding the foregoing and anything to each indemnified party the contrary herein, in the event that the Indemnifying Party provides prior written notice to the Indemnified Party of any settlement or compromise of, or offer to settle or compromise, any Third-Party Claim and the Indemnified Party withholds its consent to such settlement or compromise then, in the event the Indemnifying Party is determined to be liable for indemnification hereunder, in no event shall the Indemnifying Party be liable for indemnification in amount greater than the monetary amount contained in such settlement or compromise of, or offer to settle or compromise, any Third-Party Claim, plus any reasonable costs of defense as provided herein. (d) In the event any Indemnified Party should have a release of all liability in respect 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 reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not 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 assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters, at the sole cost of the Indemnifying Party. 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.

Procedures. Any party entitled (a) Promptly (and in any event within 10 days after the service of any citation or summons) after acquiring knowledge of any Claim for which one of the Parties hereto (the "Indemnified Party") may seek indemnification against another Party (the "Indemnifying Party") pursuant to indemnification hereunder this Article XII, the Indemnified Party shall give prompt written notice thereof to the indemnifying party of any third party claim with respect Indemnifying Party. Failure to which it seeks indemnification (failure to do so provide notice shall not preclude such party’s right to indemnification if such failure does not materially prejudice relieve the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished Indemnifying Party of its obligations under this Article XII except to the extent of that the prejudice), and permit such indemnifying party Indemnifying Party demonstrates actual damage caused by that failure. The Indemnifying Party shall have the right to assume the defense of such claim any Claim with counsel reasonably satisfactory acceptable to the indemnified party; provided Indemnified Party upon delivery of notice to that any person entitled effect to indemnification hereunder the Indemnified Party. If the Indemnifying Party, after written notice from the Indemnified Party, fails to take timely action to defend the action resulting from the Claim, the Indemnified Party shall have the right to employ separate defend the action resulting from the Claim by counsel and to participate in the defense of such claimits own choosing, but the fees and expenses of such counsel shall be at the cost and expense of such the Indemnifying Party. Except as provided in Section 12.01 with regard to Xxxxx Xxxxxxx, the indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party Party shall have the right to settle or compromise any Claim against it, and, as the case may be, recover from the Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Indemnifying Party and the Indemnifying Party has failed to assume take timely action to defend the defense of such same. The Indemnifying Party shall have the right to settle or compromise any claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by against the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim Indemnified Party without the consent of the indemnified party, which consent shall not be unreasonably withheld Indemnified Party provided that the terms of the settlement or delayed, compromise provide for the unconditional release of the Indemnified Party and which does not include as an unconditional term thereof require the giving payment of monetary damages only. (b) Upon its receipt of any amount paid by the relevant Indemnifying Party pursuant to this Article XII, the Indemnified Party shall deliver to the Indemnifying Party such documents as it may reasonably request assigning to the Indemnifying Party any and all rights, to the extent indemnified, that the Indemnified Party may have against third party parties with respect to each indemnified party a release of all liability in respect of such claimthe Claim for which indemnification is being received.

Procedures. Any party entitled to indemnification hereunder (a) A Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be (for purposes of this Section 10.4, an "Indemnified Party"), shall give prompt notice to the indemnifying party under Sections 9.10, 9.11, 9.12, 10.2 or 10.3, as applicable (for purposes of this Section 10.4, an "Indemnifying Party"), prompt written notice of any third party claim matter which it has in good faith determined has given rise to a right of indemnification under this Agreement (the "Indemnity Notice"), 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 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 which it seeks indemnification (failure the claim described in the Indemnity Notice, an Indemnifying Party and an Indemnified Party shall proceed in good faith to do so shall not preclude negotiate a resolution of such party’s right to indemnification if such failure does not materially prejudice the indemnifying partydispute, and if not resolved through negotiations within the Resolution Period, such failure does materially prejudice dispute shall be resolved in accordance with the indemnifying partyprovisions of Section 12.5. (b) An Indemnified Party shall also give prompt written notice of any pending claim or demand by a third party (the "Third Party Claim Notice") to the Indemnifying Party that the Indemnified Party has in good faith determined will likely give rise to a right of indemnification under this Agreement (a "Third Party Claim"), then describing in reasonable detail the indemnified party’s rights facts and circumstances with respect to the subject matter of such claim or demand. If an Indemnified Party fails to provide the Third Party Claim Notice with reasonable promptness after an Indemnified Party receives notice of such Third Party Claim, an Indemnifying Party shall only still be diminished 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 prejudiced by such failure of an Indemnified Party. The Indemnifying Party shall have the prejudice)right, at its sole option and permit expense, to be represented by counsel of its choice and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder, it shall within the Dispute Period, or if there is a dispute, then within the Resolution Period, notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such indemnifying party to Third Party Claim. If the Indemnifying Party shall assume the defense of such claim with counsel reasonably satisfactory to any Third Party Claim, the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to Indemnified Party may participate in in, at his or its own expense, but not control, the defense of such claimThird Party Claim; provided, but the fees and expenses of however, that such counsel Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of such indemnified person unless the Indemnifying Party if (i) so requested by the indemnifying party has agreed Indemnifying Party to pay such fees or expenses, participate or (ii) in the indemnifying party shall have failed reasonable opinion of counsel to assume the defense of Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by separate representation advisable; provided, further, that the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld required to pay for more than one such counsel for all Indemnified Parties in connection with any Third Party Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or delayed). No indemnifying party shall consent to any settlement of a claim any such Third Party Claim. Notwithstanding anything in this Section 10.4 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the indemnified other party, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned, settle or compromise any Third Party Claim or permit a default judgment or consent to entry of any judgment unless the claimant and which does not include as such party provide to such other party an unconditional term thereof the giving by the relevant third party to each indemnified party a unqualified release of from all liability in respect of the Third Party Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party's willingness to accept the settlement offer and, subject to the applicable limitations of Sections 9.10, 9.11, 9.12, 10.2 and 10.3, pay the amount called for by such claimoffer, and the Indemnified Party declines to accept such offer, the Indemnified Party may, at its own expense, continue to contest such Third Party Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party Claim that the Indemnifying Party has an obligation to pay hereunder shall, subject to the Indemnification Cap and other limits set forth in Sections 9.10, 9.11, 9.12, 10.2 and 10.3, be limited to the lesser of (A) the amount of the settlement offer that the Indemnified Party declined to accept or (B) the aggregate Losses of the Indemnified Party with respect to such Third Party Claim, subject, in each case, to the limitations set forth in Sections 9.10, 9.11, 9.12, 10.2 and 10.

Procedures. Any (a) In order for a party (the “Indemnified Party”) to be entitled to any indemnification hereunder provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall give prompt deliver notice thereof to the party from which indemnity is sought (the “Indemnifying Party”) as promptly as practicable (and in any event within five Business Days) after receipt by such Indemnified Party of written notice of the Third Party Claim, which notice shall include a reasonably detailed statement of the basis for such claim and a detailed statement of the amount of Losses sought (to the extent then known), and shall provide the Indemnifying Party with such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 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 indemnifying party Indemnified Party within 30 days of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice receipt of notice from the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent Indemnified Party of the prejudice)commencement of such Third Party Claim, and permit such indemnifying party to assume the defense thereof at the expense of such claim the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the indemnified partyIndemnified Party; provided provided, however, that if the Indemnifying Parent assumes the defense of a Third Party Claim, but then fails to diligently defend such claim after receipt of written notice by the Indemnified Party of the reasons for such failure and the Indemnifying Party fails to cure such failure within 10 Business Days after receiving such notice, the Indemnified Parent shall have the right to the reassume the defense thereof at the expense of the Indemnifying Party. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any person entitled to indemnification hereunder period during which the Indemnifying Party is not assuming the defense thereof. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of such indemnified person the Indemnified Party unless (i) the indemnifying party has agreed to pay employment of such fees or expenses, counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the indemnifying party named parties to the Third Party Claim include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have failed been advised by such counsel that there are one or more legal defenses available to assume it that are different from or additional to those available to the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such claim defense and employ counsel 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 satisfactory required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall be authorized to enter into any settlement or compromise or consent to the entry of any judgment with respect to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim Third Party Claim without the prior consent of the indemnified party, which consent shall not be unreasonably withheld or delayedIndemnified Party if, and which does not include as only if, such settlement, compromise or judgment (A) involves no finding or admission of wrongdoing, (B) includes an unconditional term thereof the giving written release by the relevant third party to each indemnified party a release claimant or plaintiff of the Indemnified Party from all liability in respect of such claimThird Party Claim and (C) does not impose equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. If the Indemnifying Party assumes the defense of the Third Party Claim, the Indemnified Party shall not settle or compromise such Third Party Claim without the prior written consent of the Indemnifying Party. (c) The indemnification required hereunder in respect of a Third Party Claim shall be made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith (i) in the case of reasonable and documented legal expenses and other out-of-pocket payments required to be made by the Indemnified Party, as and when such payments must be and have been made (so long as such payments may be funded out of the Indemnity Escrow Fund; if the Indemnity Escrow Fund is insufficient to fund such payments, then such payments shall be made upon final resolution of such Third Party Claim), and (ii) in the case of other Losses, upon final resolution of such Third Party Claim. (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 claim with reasonable promptness to the Indemnifying Party, which notice shall include a reasonably detailed statement of the basis for such claim and a detailed statement of the amount of Losses sought (to the extent then known), and shall provide the Indemnifying Party with such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article except to the extent that the Indemnifying Party is prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party within 60 days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party, 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 pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (e) For purposes of this Section, (i) if Parent (or any other Parent Indemnitee) comprises the Indemnified Party, any references to the Indemnifying Party (except provisions relating to an obligation to make any payments) shall be deemed to refer to the Stockholder Representative, and (ii) if Parent comprises the Indemnifying Party, any references to the Indemnified Party shall be deemed to refer to the Stockholder Representative. Any payment received by the Stockholder Representative shall be distributed to the Stockholders and the holders of Cancelled Options in accordance with this Agreement.

Procedures. Any party (a) In order for an Indemnified Party to be entitled to any indemnification hereunder provided for under this Agreement as a result of a Loss or a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), a Parent Indemnified Party shall give prompt deliver notice thereof to the Stockholder Representative, on behalf of the Galaxy Stockholders, or a Galaxy Indemnified Party shall deliver notice thereof to the Parent, as the case may be (the Stockholder Representative or the Parent, as the case may be, the “Indemnifying Party”), in each case, promptly after receipt by such Indemnified Party of written notice of the Third Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of their obligations under this Article VIII except to the extent that the Indemnifying Party is actually prejudiced by such failure. (b) The Indemnifying Party shall have the right, upon written notice to the indemnifying party of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying partyIndemnified Party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense of such claim a Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder Indemnified Party. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party, except to the extent the Indemnified Party’s counsel determines that an actual or potential conflict of interest exists as between the Indemnifying Party and the Indemnified Party, in which case the Indemnifying Party shall pay for the reasonable costs and expenses of one counsel for the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such indemnified person unless defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party 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 terms (i) obligates the indemnifying party has agreed Parent or the Galaxy Stockholders, as the case may be, to pay the full amount of the liability in connection with such fees or expensesThird Party Claim, or (ii) which releases the indemnifying party shall have failed to assume the defense of Indemnified Party completely in connection with such claim Third Party Claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and iii) which does not include any equitable relief or admission of wrongdoing or criminal liability. 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, such consent not to be unreasonably withheld, conditioned or delayed. (c) In the event any Indemnified Party should have a claim against Parent or any Galaxy Stockholder hereunder that does not involve a Third Party Claim, 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, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as an unconditional term thereof the giving Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Parent or the Galaxy Stockholders, as the case may be, from any of their obligations under this Article VIII except to the extent that the Parent or the Galaxy Stockholders, as the case may be, are actually 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 relevant third party Indemnified Party and in otherwise resolving such matters. (d) If any payment is made on a Third Party Claim, the Indemnifying Party shall be subrogated, to each indemnified party a release the extent of such payment, to all liability rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Third Party Claim and shall be entitled to pursue recovery against the applicable insurers or other Persons in respect of such claimbenefits or other claims.

Procedures. Any party (a) If any Xxxxxxxx Indemnitee or Tandy Indemnitee (each, an “Indemnified Party”) believes that it has suffered or incurred or will suffer or incur any Losses for which it is entitled to indemnification hereunder under this Article IX, such Indemnified Party shall so notify the Party or Parties from whom indemnification is being claimed (the “Indemnifying Party”) with reasonable promptness and reasonable particularity in light of the circumstances then existing. If any action at law or suit in equity is instituted by or against a third party with respect to which any Indemnified Party intends to claim any Losses, such Indemnified Party shall promptly notify the Indemnifying Party of such action or suit. The failure of an Indemnified Party to give prompt any notice required by this Section shall not affect any of such Party’s rights under this Article IX or otherwise except and to the indemnifying party extent that such failure is actually prejudicial to the rights or obligations of the Indemnified Party. (b) Upon being given notice of any third party claim with respect to which it seeks indemnification (failure to do so against an Indemnified Party, the Indemnifying Party shall not preclude such party’s have the right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished upon written notice to the extent of the prejudice), and permit such indemnifying party Indemnified Party to assume the defense and conduct and control, through counsel of its choosing, of such third party claim, action or suit contemplated by Section 9.2(b) or 9.3(b), as applicable. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of the third party claim and any appeal arising therefrom. Upon assuming the defense of a third party claim, the Indemnifying Party may compromise or settle the same, provided either that (i) the settlement shall include as an unconditional term thereof the giving of a complete release from liability with counsel reasonably satisfactory respect to such action or suit to the indemnified party; provided that Indemnified Party or (ii) the Indemnifying Party shall give the Indemnified Party advance notice of any person entitled to indemnification hereunder proposed compromise or settlement and the Indemnified Party shall have consented in advance in writing to the right to employ separate counsel and proposed compromise or settlement (which consent shall not be unreasonably withheld). The Indemnifying Party shall permit the Indemnified Party to participate in the defense of any such claimaction or suit through counsel chosen by the Indemnified Party, but provided that the fees and expenses of such counsel shall be at borne by the expense Indemnified Party. If the Indemnifying Party undertakes to conduct and control the conduct and settlement of such indemnified person unless action or suit, the Indemnifying Party shall not thereby permit to exist any Encumbrance upon any asset of the Indemnified Party as a result of the claim being indemnified. The Indemnifying Party shall permit the Indemnified Party to participate in any settlement negotiations through counsel chosen by the Indemnified Party (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed at its own cost and expense). If an Indemnifying Party fails to assume the defense of a third party claim within fifteen (15) calendar days after receipt of the notice of the third party claim as provided above, the Indemnified Party against which such third party claim and employ counsel reasonably satisfactory has been asserted will upon delivering notice to such person. If such defense is not assumed by effect to the indemnifying partyIndemnifying Party have the right to undertake, at the Indemnified Party’s cost, risk and expense, the indemnifying defense, compromise or settlement of such Third Party Claim on behalf of and for the account and risk of Indemnifying Parties; provided, however, that such third party will not be subject to any liability for any settlement made without its consent (but such consent claim shall not be unreasonably withheld compromised or delayed). No indemnifying party shall consent to any settlement of a claim settled without the written consent of the indemnified party, Indemnifying Party (which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof withheld). If the giving by Indemnified Party assumes the relevant defense of the third party claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement of any action effected pursuant to each indemnified party a release of all liability and in respect of such claimaccordance herewith.

Procedures. Any party (a) Notwithstanding anything to the contrary herein, no Indemnified Party shall be entitled to indemnification hereunder shall give prompt under this Article 11 unless it has duly delivered a written notice (a “Notice of Claim”) to the indemnifying party applicable Indemnifying Party prior to the expiration of any third party claim the applicable Survival Period, setting forth: (i) (A) a statement that such Indemnified Party believes in good faith that there is or has been a breach of a representation, warranty, covenant or obligation contained in this Agreement, with respect reference to the specific representation, warranty, covenant or obligation, and that such Indemnified Party is entitled to be held harmless and indemnified under this Article 11 and (B) a brief description of the circumstances supporting such Indemnified Party’s belief that there is or has been such a breach, (ii)a good faith estimate of the aggregate dollar amount of actual and potential Losses for which it seeks indemnification is entitled to be indemnified hereunder and that have arisen and may arise as a result of the claims described therein (failure the “Claimed Amount”) and (iii) in the event of a Third-Party Claim, a copy of such Third-Party Claim (if available) and a description of the basis for such Third-Party Claim. (b) If during the 30-day period commencing upon the receipt by the Indemnifying Party of a Notice of Claim, the Indemnifying Party delivers to do so shall not preclude the Indemnified Party a written response (the “Response Notice”) in which the Indemnifying Party objects to the payment of some or all of the Claimed Amount to such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying partyIndemnified Party, then the indemnified party’s rights Indemnifying Party and such Indemnified Party shall only be diminished attempt in good faith to resolve the dispute. (c) If the Indemnifying Party and the Indemnified Party are unable to resolve the dispute during the 30-day period commencing upon the receipt of the Response Notice by the Indemnified Party, then such dispute (and any other Disputes relating to the extent Claimed Amount or the related Indemnification Claim) shall be resolved pursuant to Section 13.8. (d) Upon the final determination of the prejudiceany amount owed by an Indemnifying Party to an Indemnified Party (whether by agreement or through dispute resolution), and permit the Indemnifying Party shall immediately (but in any event within three Business Days after such indemnifying party to assume the defense of determination) pay such claim with counsel reasonably satisfactory amount to the indemnified party; provided that any person entitled Indemnified Party in cash by wire transfer of immediately available funds to indemnification hereunder shall have the right to employ separate counsel and to participate account designated by such Indemnified Party at least 24-hours in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimadvance.

Procedures. Any (a) In order for a party (the “Indemnified Party”) to be entitled to any indemnification hereunder provided for under this Agreement 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”), such Indemnified Party shall give prompt deliver notice thereof to the Stockholder Representative, on behalf of the Stockholders, or to the Acquiror, as applicable (the “Indemnifying Party”), with reasonable promptness after receipt by such Indemnified Party of written notice of the Third Party Claim and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to 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. (b) If the Indemnifying Party acknowledges in writing its obligation, and upon demonstration (reasonably satisfactory to the Indemnified Party) of its financial capacity, to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the indemnifying party Indemnified Party within 15 days of any third party claim with respect 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 it seeks indemnification (failure to do so expenses shall not preclude such party’s right be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and satisfactory to indemnification if such failure the Indemnified Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party expressly elect to assume the defense of such claim Third Party Claim within the time period and otherwise in accordance with counsel reasonably satisfactory the first sentence of this Section 7.4(b), the Indemnified Party shall have the sole right to assume the indemnified party; provided that any person entitled defense of and to indemnification hereunder settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of such indemnified person the Indemnified Party unless (i) the indemnifying party has agreed to pay employment of such fees or expensescounsel shall have been specifically authorized in writing by the Indemnifying Party, or (ii) the indemnifying party shall have failed named parties to assume 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 or that one or more legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party or (iii) the Indemnifying Party is not defending such Third Party Claim in good faith. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such claim defense and employ counsel 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 satisfactory to such personrequired by the Indemnifying Party. If such the Indemnifying Party assumes the defense is not assumed by the indemnifying partyof any Third Party Claim, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim not, without the prior written consent of the indemnified partyIndemnified Party, which enter into any settlement or compromise or consent shall not be unreasonably withheld to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or delayedjudgment (A) involves a finding or admission of wrongdoing, and which (B) does not include as an unconditional term thereof the giving written release by the relevant third party to each indemnified party a release claimant or plaintiff of the Indemnified Party from all liability in respect of such claimThird Party Claim or (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) The indemnification required hereunder in respect of a Third Party Claim shall be made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party, together with interest on any amount not repaid as necessary to the Indemnified Party by the Indemnifying Party within ten Business Days after receipt of notice of such Losses, from the date such Losses have been notified to the Indemnifying Party, at the rate of interest of 5% per annum. (d) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. If the Indemnifying Party does not notify the Indemnified Party within 10 Business Days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, 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 pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (f) Notwithstanding the provisions of Section 8.10, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere.

Procedures. Any party (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (each an “Indemnified Party”) to be entitled to any indemnification hereunder provided for under this 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 give prompt deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) describing in 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 Claim, to notify the Indemnified Party as to whether it intends to assume the defense thereof pursuant to Section 7.4(c). 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 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 indemnifying party of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying partyIndemnified Party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense of such claim 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 Indemnified Party, unless (i) the Third Party Claim 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 any person 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 indemnification hereunder 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. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; 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 shall be responsible for the reasonable fees and expenses of one counsel to such indemnified person unless Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and use commercially reasonable efforts to 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 subject to reimbursement for actual out-of-pocket expenses incurred by the Indemnified Party as the result of a request by the Indemnifying Party. If the Indemnifying Party assumes the defense of a Third Party Claim and continues to diligently defend such 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 may be granted or withheld in the Indemnifying Party’s sole discretion. The Indemnifying Party shall not, 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 Third Party Claim on a basis that would result in (i) the indemnifying party has agreed to pay such fees imposition of a consent order, injunction or expensesdecree that would restrict the future activity or conduct of, or impose any non-monetary liability, obligation or commitment on, the Indemnified Party or any of its 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 (iiiv) any monetary liability of the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnified Party that shall not be unreasonably withheld promptly paid or delayed)reimbursed by the Indemnifying Party. No indemnifying party Any such settlement or compromise shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party claimant of a release of the Indemnified Party 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 reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not 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’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim), and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party 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 Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed.

Procedures. Any Each party entitled to indemnification hereunder under Section 4 hereof (the "INDEMNIFIED PARTY") shall give prompt notice to the indemnifying party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any third party claim with respect as to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying partyindemnity may be sought, and if such failure does materially prejudice shall permit the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party Indemnifying Party to assume the defense of any such claim with counsel reasonably satisfactory to the indemnified party; or any litigation resulting therefrom, provided that any person entitled to indemnification hereunder counsel for the Indemnifying Party, who shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and employ counsel reasonably satisfactory to such person. If the Indemnified Party may participate in such defense is not assumed at such Indemnified Party's expense (unless the Indemnified Party shall have been advised by counsel that actual or potential differing interests or defenses exist or may exist between the Indemnifying Party and the Indemnified Party, in which case such expense shall be paid by the indemnifying partyIndemnifying Party), and provided further that the indemnifying party will not be subject failure of any Indemnified Party to any liability for any settlement made without its consent (but such consent give notice as provided herein shall not be unreasonably withheld or delayed)relieve the Indemnifying Party of its obligations under Section 4 hereof unless such failure to give notice is materially prejudicial to the Indemnifying Party. No indemnifying party shall consent to Indemnifying Party, in the defense of any settlement of a such claim without or litigation, shall, except with the consent of the indemnified partyeach Indemnified Party, which consent shall not be unreasonably withheld to entry of any judgment or delayed, and enter into any settlement which does not include as an unconditional term thereof the giving by the relevant third party claimant or plaintiff to each indemnified party such Indemnified Party of a release of from all liability in respect of to such claimclaim or litigation.

Procedures. Any party entitled (a) To be eligible to seek indemnification hereunder under this Article 17 in respect to a liability, loss, fine, penalty, damage, expense, action, or claim brought against such Indemnitee by a Third Party (such claim hereinafter referred to as a “Third Party Claim”), a Roche Indemnitee or Maxygen Indemnitee (each, an “Indemnitee”) shall promptly give prompt written notice thereof to the indemnifying party Party from whom indemnification is sought (such Party hereinafter referred to as the “Indemnitor”) within a reasonable period of time after the assertion of such Third Party 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 third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying partyof its obligations hereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of that the prejudice), and permit Indemnitor is prejudiced by such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder failure. (b) The Indemnitor shall have the right to employ separate counsel 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 to participate in shall not grant any right inconsistent with the defense terms of this Agreement, without the prior written consent of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified partyIndemnitee, which consent shall not be unreasonably withheld 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 delayedamount 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 which does not include as an unconditional term thereof the giving in such event legal counsel selected by the relevant third party Indemnitee shall be required to confer and cooperate with such counsel of the Indemnitor in such defense, compromise or settlement for the purpose of informing and 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 businesses of Indemnitee); and (iii) shall otherwise fully cooperate with the Indemnitor and its legal counsel in the investigation and defense of such Third Party Claim. (c) The Parties shall cooperate with each indemnified party a release other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all liability material developments in respect of connection with any such claim, suit or proceeding.

Procedures. Any party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person who or which is entitled to seek indemnification hereunder 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 is subject to indemnification under Section 9.2, the Indemnified Party shall give prompt notice promptly (i) notify the Party obligated to the indemnifying party Indemnified Party pursuant to Section 9.2 above, (the “Indemnifying Party”) of any third party claim the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to which it seeks 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 (failure under this Agreement. Failure to do so timely provide such Claim Notice shall not preclude such partyaffect the right of the Indemnified Party’s right to indemnification if such failure does not materially prejudice the indemnifying partyhereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of the prejudice), and permit Indemnifying Party is prejudiced by such indemnifying party delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim with counsel reasonably satisfactory to is an identifiable Loss under this Article IX), then the indemnified party; provided that any person entitled to indemnification hereunder Indemnifying Party shall have the right to employ separate defend such Third Party Claim with counsel and to participate in selected by the defense of such claim, but the fees and expenses of such counsel Indemnifying Party (who shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such personthe 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). If The Indemnifying Party shall have full control of such defense is and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for enter into any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim agreement without the written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld 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 which the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not include as an unconditional term thereof notify the giving 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 relevant third party Indemnified Party (who shall be reasonably satisfactory to each indemnified party the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 9.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a release 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 liability 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 respect of writing such claim.Direct Claim. Any such objection is called a “

Procedures. Any party entitled to indemnification hereunder shall give prompt notice to In the indemnifying party event of any third party a claim with respect to which it seeks a Party is entitled to indemnification hereunder, such party (failure to do so "Indemnified Party") shall notify the other party ("Indemnifying Party") in writing as soon as practicable, but in no event later than fifteen (15) Days after receipt of such claim; provided that a delay in giving such notice shall not preclude such party’s right to the Indemnified Party from seeking indemnification hereunder if such failure does delay has not materially prejudice prejudiced the indemnifying party, and if Indemnifying Party's ability to defend such failure does materially prejudice the indemnifying party, then the indemnified party’s rights claim. The Indemnifying Party shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense of promptly defend such claim with (by counsel of its own choosing and reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder Indemnified Party) and the Indemnified Party shall have reasonably cooperate with the right to employ separate counsel and to participate Indemnifying Party in the defense of such claim, but including the fees 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 counsel settlement and the reasonable out-of-pocket expenses incurred by the Indemnified Party in cooperating with the Indemnifying Party), subject to the limitations on settlement described in Paragraphs 22.6.1 and 22.6.2 below. If the Indemnifying Party, within a reasonable time after notice of a claim, fails to defend the Indemnified Party, the Indemnified Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of, for the account and at the risk of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) Indemnifying Party. Upon the indemnifying party shall have failed to assume assumption by the Indemnifying Party of the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying partyclaim, the indemnifying party will not be subject Indemnifying Party may settle or compromise such claim as it sees fit; provided, however, that anything in this Paragraph to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claim.contrary notwithstanding:

Procedures. Any party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person who or that is entitled to seek indemnification hereunder 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 is subject to indemnification under Section 8.2, the Indemnified Party shall give prompt notice promptly: (i) notify the Party from whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim; and (ii) transmit to the indemnifying party Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of any third party claim the Third Party Claim, a copy of all papers served with respect to which it seeks 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 (failure under this Agreement. Failure to do so timely provide such Claim Notice shall not preclude such partyaffect the right of the Indemnified Party’s right to indemnification if such failure does not materially prejudice the indemnifying partyhereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of the prejudice), and permit Indemnifying Party is prejudiced by such indemnifying party delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (which such election shall be without prejudice to the right of the Indemnified Party to dispute whether such claim with counsel reasonably satisfactory to is an indemnifiable Loss under this Article 8), then the indemnified party; provided that any person entitled to indemnification hereunder Indemnifying Party shall have the right to employ separate defend such Third Party Claim with counsel selected by such Indemnifying Party, and by all appropriate proceedings, to participate in a final conclusion or settlement at the defense sole and absolute discretion of the Indemnifying Party. The Indemnifying Party shall have full control of such claimdefense and proceedings, but including any compromise or settlement thereof; provided that the fees and expenses of such counsel Indemnifying Party shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for enter into any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim agreement without the written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld 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 agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person (other than the Indemnifying Party or any of its Affiliates or otherwise related parties). The Indemnified Party may participate in (but in no case control) any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 8.3(b); provided that, the Indemnified Party shall bear its own costs and expenses with respect to any such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 8.3(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification under this Article 8) in regard to the Third Party Claim, with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), and by all appropriate proceedings (which proceedings shall be prosecuted diligently by the Indemnified Party). In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party 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). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 8.3(c), and 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 include as an unconditional term thereof result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the giving Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware, or should have become aware through the exercise of reasonable and diligent inquiry, of such Direct Claim. Such notice by the relevant third party to each indemnified party a release Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all liability available material written 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, the Indemnifying Party will be deemed to have rejected such Direct Claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party under the terms and subject to the provisions of this Agreement. (e) Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds realized by and paid to the Indemnified Party in respect of such claim, and the amount of any Loss shall take into account any Tax or other benefits attributable to the circumstance 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.

Procedures. Any party (a) In order for a Purchaser Indemnitee or Company Indemnitee (the “Indemnified Party”) to be entitled to any indemnification hereunder provided for under this 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 give prompt deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of the Third Party 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 indemnifying party Indemnified Party within 30 days of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice receipt of notice from the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent Indemnified Party of the prejudice)commencement of such Third Party Claim, and permit such indemnifying party to assume the defense thereof at the expense of such claim the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder Indemnified Party. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) Indemnified Party. If the indemnifying party shall have failed to assume Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such claim defense and employ counsel 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 satisfactory to such personrequired by the Indemnifying Party. If such the Indemnifying Party assumes the defense is not assumed by the indemnifying partyof any Third Party Claim, the indemnifying party will not be subject 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 terms obligates the Indemnifying Party to pay the full amount of the liability for in connection with such Third Party Claim, and 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 settlement made liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without its the Indemnifying Party’s prior written consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which withheld). (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 involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the giving by the relevant third party to each indemnified party a release of all liability in respect Indemnified Party shall deliver notice of such claimclaim 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.

Procedures. Any (a) In order for a party (the “Indemnified Party”) to be entitled to any indemnification hereunder provided for under this 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 give prompt deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of written notice of the Third Party Claim and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to 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 indemnifying party 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 not be entitled to assume the defense of any third party Third Party Claim for, or Action including equitable or injunctive relief or any claim with respect to which it seeks indemnification (failure to do so that would impose criminal liability or damages, and the Indemnified Party shall not preclude such party’s have the right to indemnification if defend, at the expense of the Indemnifying Party, any such failure does not materially prejudice Third Party Claim or Action. Notwithstanding the indemnifying partyforegoing, and if such failure does materially prejudice Buyer shall assume the indemnifying partydefense of the Tendered Claims, then the indemnified party’s rights shall but in each case only be diminished to the extent such tender does not adversely affect available insurance coverage under applicable policies. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the prejudice), and permit such indemnifying party 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 Third Party Claim within the time period and otherwise in accordance with counsel reasonably satisfactory the first sentence of this Section 8.4(b), the Indemnified Party shall have the sole right to assume the indemnified party; provided that any person entitled to indemnification hereunder defense of such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the employment of such indemnified person unless counsel shall have been specifically authorized in writing by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) the indemnifying party has agreed to pay such fees involves a finding or expensesadmission of wrongdoing, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving written release by the relevant third party to each indemnified party a release claimant or plaintiff of the Indemnified Party 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 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. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is prejudiced by such failure.

Procedures. Any Promptly after receipt by a party entitled hereto of notice of any claim which could give rise to a right to indemnification hereunder pursuant to Section 10.2 or Section 10.3, such party (the "Indemnified Party") shall give prompt the other party (the "Indemnifying Party") written notice describing the claim in reasonable detail. The failure of an Indemnified Party to give notice in the manner provided herein shall not relieve the Indemnifying Party of its obligations under this Article, except to the indemnifying extent that such failure to give notice materially prejudices the Indemnifying Party's ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or defend, at its own expense and by its own counsel, any such matter involving the asserted liability of the party seeking such indemnification. If the Indemnifying Party shall undertake to compromise or defend any such asserted liability, it shall promptly (and in any event not less than ten (10) days after receipt of the Indemnified Party's original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or defense against any third party claim 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 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 which it seeks 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 manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs, expenses, and any payment made therewith shall be included as part of the indemnification (failure to do so obligation of the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may not settle or compromise any claim without consent of the Indemnifying Party. The Indemnified Party shall not preclude such party’s have at all times the right to indemnification 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 the party controlling the defense any books, records or other documents within its control that are necessary or appropriate for such failure does not materially prejudice defense; provided, however, any such books, records or other documents which are made available hereunder shall be held in strict confidence by the indemnifying party, receiving party and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights disclosure obligation shall apply only be diminished 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 prejudice), other party informed on a reasonable and permit such indemnifying party timely basis as to assume the status of the defense of such claim with counsel reasonably satisfactory (but only to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate extent such other party is not participating jointly in the defense of such claim), but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume conduct the defense of such claim in a prudent manner, and employ counsel reasonably satisfactory to such person. If such defense is not assumed by (b) the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld cease to defend, settle or delayed). No indemnifying party shall consent to otherwise dispose of any settlement of a claim without the prior written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimwithheld).

Procedures. Any party entitled The following provisions shall apply to indemnification hereunder shall give prompt notice to the indemnifying party of any claims for Losses from claims by a third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice"Claim"), and permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the . The indemnifying party shall have failed the absolute right, in its sole discretion and expense, to assume elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection. The Indemnified Parties or the Indemnified 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 such claim their own choice and employ counsel reasonably satisfactory shall have the right, but not the obligation, to such personassert any and all cross-claims or counterclaims they may have. If such defense is not assumed by The Indemnified Parties or the indemnifying partyIndemnified 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 will (i) in its defense of any action for which indemnity is sought hereunder; and (ii) its 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, contest or otherwise protect against any such suit, action, investigation, claim or proceeding, the Indemnified 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 subject to any liability for any settlement made without its settled unless the Indemnified Parties or the Indemnified Company Parties, as the case may be, and the indemnifying party consent (but thereto, such consent shall not to be unreasonably withheld or delayed)withheld. No The indemnifying party shall consent be subrogated to the claims or rights of the Indemnified Parties or the Indemnified Company Parties, as the case may be, as against any other Persons with respect to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving Loss paid by the relevant third indemnifying party to each indemnified party a release of all liability in respect of such claimunder this section.

Procedures. (a) Any party Person entitled to be indemnified under this Article X (the “Indemnified Party”) shall promptly give written notice to the Party from whom indemnification may be sought (the “Indemnifying Party”) of any pending or threatened Proceeding against the Indemnified Party that has given or would reasonably be expected to give rise to such right of indemnification with respect to such Proceeding (a “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 hereunder 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 give prompt notice have occurred, and the Indemnified Party shall promptly deliver to the indemnifying party Indemnifying Party any information or documentation related to the foregoing reasonably requested by the Indemnifying Party. A failure by the Indemnified Party to give notice and to tender the defense of any third party claim with respect the Proceeding in a timely manner pursuant to which it seeks indemnification (failure to do so this Section 10.4(a) shall not preclude such party’s right to indemnification if such failure does not materially prejudice limit the indemnifying partyobligations of the Indemnifying Party under this Article X, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of such Indemnifying Party is prejudiced thereby. (b) With respect to any Third Party Claim, the prejudice)Indemnifying Party under this Article X shall have the right, and permit such indemnifying party 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 not be entitled to assume the control and defense of such claim Third Party Claim, and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party, if such Third Party Claim is a criminal Proceeding. If the Indemnifying Party so undertakes to control and defend any such Third Party Claim, it shall notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel reasonably satisfactory in the defense against, and settlement of, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle any such Third Party 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, and any money damages are borne solely by the Indemnifying Party. Subject to the indemnified party; provided that any person entitled to indemnification hereunder foregoing, the Indemnified Party shall have the right to employ separate legal counsel and to participate in but not control the defense of such Proceeding at its own cost and 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 both an Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have reasonably concluded, based on the advice of legal counsel, that there is a material conflict of interest between the 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 Third Party Claim, it shall nevertheless be entitled to participate in 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, but the fees basis therefor, the amount and expenses 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 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 resolution of such counsel dispute and, if not resolved through negotiations, such dispute shall be at resolved by litigation in the expense appropriate court of competent 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 indemnified person unless claim for Seller Taxes is not separable from such a claim for Purchaser Taxes, Purchaser (iif 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 indemnifying party has agreed case may be, the “Controlling Party”) shall be entitled to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume control the defense of such claim and employ counsel reasonably satisfactory to Third Party Claim (such personThird Party Claim, a “Tax Claim”). If In such defense is not assumed by the indemnifying partycase, the indemnifying other party will not (Seller or Purchaser, as the case may be, the “Non-Controlling Party”) shall be subject entitled to any liability for any settlement made without its consent participate fully (but at the Non-Controlling Party’s sole expense) in the conduct of such consent Tax Claim and the Controlling Party shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim settle such Tax Claim without the consent of the indemnified party, such Non-Controlling Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed, ). The costs and which does not include as an unconditional term thereof expenses of conducting the giving by the relevant third party to each indemnified party a release of all liability in respect defense of such claimTax Claim shall be reasonably apportioned based on the relative amounts of the Tax Claim that are Seller Taxes and that are Purchaser Taxes.

Procedures. Any 11.4.1 If a party entitled hereto seeks indemnification, with respect to indemnification hereunder any notice it has received from a third party, under Section 11.1.1 or 11.2.1, such party (the “Indemnified Party”) shall promptly give prompt written notice to the indemnifying party from which indemnification is being sought (the “Indemnifying Party”) after receiving such notice from such third party, describing the claim, the amount of any third party such claim with respect to which it seeks indemnification (if known and quantifiable), and the basis thereof; provided that the failure to do so notify the Indemnifying Party shall not preclude such party’s right to indemnification if such failure does not materially prejudice relieve the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished Indemnifying Party of its obligations hereunder except to the extent such failure shall have materially prejudiced the Indemnifying Party. The Indemnifying Party will have the right to defend the Indemnified Party against the claim made by the third party with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the claim by the third party involves primarily money damages; (ii) the Indemnifying Party conducts the defense of the prejudiceclaim made by the third party actively and diligently and in good faith; and (iii) the Indemnifying Party notifies the Indemnified Party within 15 calendar days after the delivery of such initial notification (but in any event, in time to allow any response to any complaint to be timely filed), and permit such indemnifying party of its intent to assume the defense of such claim with counsel reasonably satisfactory Third Party Claim pursuant to the indemnified party; provided that any person entitled to indemnification hereunder shall have provisions of this Section 11.4. 11.4.2 So long as the right to employ Indemnifying Party is conducting the defense of the claim made by the third party in accordance with Section 11.4.1 above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and to expense and participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed Indemnified Party will not consent to assume the defense entry of any judgment or enter into any settlement with respect to such claim, nor take any voluntary action prejudicial to the determination of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying partyclaim, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the prior written consent of the indemnified party, Indemnifying Party (which consent shall not be unreasonably withheld or delayed, ) and which (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to such claim unless written agreement from the party bringing such claim is obtained releasing the Indemnified Party from all liability thereunder. 11.4.3 In the event that the Indemnifying Party does not include as an unconditional term thereof (or otherwise ceases to) conduct the giving defense of the claim made by the relevant third party under Section 11.4.1(i), 66 (i) the Indemnified Party may defend against such claim in any manner it may deem appropriate and may consent to each indemnified party the entry of judgment or enter into a release of all liability in respect settlement of such claim without the prior written consent of the Indemnifying Party; and (ii) the Indemnifying Party or Parties will reimburse the Indemnified Party promptly for the costs of defending against such claim (including reasonably attorneys’ fees and expenses). 11.4.4 With regard to any and all claims for which indemnification is payable as described in this Section 11.4, such indemnification will be paid by the Indemnifying Party upon the earliest to occur of (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, ten (10) business days prior to the date that the judgment creditor has the right to execute the judgment, (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party or (iii) a settlement of the claim. Notwithstanding the foregoing, if there is no good faith dispute as to the applicability of indemnification, the reasonable legal fees and expenses of counsel to the Indemnified Party will be reimbursed on a current basis by the Indemnifying Party if such legal fees and expenses are a liability of the Indemnifying Party.

Procedures. Any party entitled 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 indemnification hereunder which the indemnity provided for in this Article 17 may apply, the Indemnified Party shall give prompt provide notice thereof to the indemnifying party Indemnifying Party; provided that a delay in providing such notice shall limit the obligations of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall Indemnifying Party only be diminished to the extent that such delay actually prejudices the ability of the prejudice)Indemnifying Party to contest the 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, provided, however, if the defendants in any such action include both the Indemnified Party and permit such indemnifying party 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, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense. If an Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may contest, settle, or pay such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees Indemnifying Party, provided, however, that settlement or expenses, or (ii) the indemnifying party shall have failed to assume the defense full payment of any such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not may be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the only following consent of the indemnified partyIndemnifying Party or, which consent shall not be unreasonably withheld absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimotherwise warrants settlement.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (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 entitled (“Third Party Claim”) in respect of any matter that is subject to indemnification hereunder under Section 9.02 shall (i) promptly notify the other Party (the CH\1406641 “Indemnifying Party”) of 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 the Indemnified Party knows of the Third Party Claim unless and to the indemnifying party extent that the Indemnifying Party is actually prejudiced by such delay), and (ii) as promptly as practicable transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of any third party claim the Third Party Claim, a copy of all papers served with respect to which it seeks 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 (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of then known). (b) The Indemnifying Party shall have the prejudice)right to defend the Indemnified Party against such Third Party Claim, and permit except that if such indemnifying party Third Party Claim seeks solely injunctive relief or criminal penalties the Indemnifying Party shall have no right to assume the defense of such claim Third Party Claim. The Indemnifying Party will promptly notify the Indemnified Party (and in any event within twenty (20) Business Days after having received any Claim Notice) with counsel reasonably satisfactory respect to whether or not it is exercising its right to defend the Indemnified Party against each such Third Party Claim. If the Indemnifying Party timely notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such notification to be without prejudice to the indemnified party; provided that any person entitled right of the Indemnifying Party to indemnification hereunder dispute whether such claim is an indemnifiable Damage under this Article IX), then the Indemnifying Party shall have the right to employ separate defend such Third Party Claim with counsel selected by the Indemnifying Party and reasonably acceptable to participate the Indemnified Party, in all appropriate proceedings, to a final conclusion or settlement at the defense discretion of the Indemnifying Party in accordance with this Section 9.03(b). The Indemnifying Party shall have full control of such claimdefense 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 claim to all Indemnified Parties affected by the Third Party Claim; and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct or operation of any business by 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 9.03(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation, except that the fees and expenses of such other counsel shall be at recoverable from the Indemnifying Party if the Third Party Claim involves, 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. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.03(b) within twenty (20) 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 of such indemnified person unless defense (ibut only if the Indemnified Party is actually entitled to CH\1406641 indemnification hereunder) with counsel selected by the indemnifying party has agreed Indemnified Party, in all appropriate proceedings. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to pay be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 9.03(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such fees or expensesparticipation; provided, or (ii) however, if at any time the indemnifying party Indemnifying Party acknowledges in writing that such Third Party Claim is an indemnifiable Damage under this Article IX, the Indemnifying Party shall have failed be entitled to assume the defense of such claim and employ counsel reasonably satisfactory to such person. Third Party Claim in accordance with Section 9.03(b). (d) If such defense is not assumed requested by the indemnifying partyIndemnifying Party, the indemnifying party 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 providing access to documents, records and information. In addition, the Indemnified Party will not make its personnel reasonably available at no cost to the Indemnifying Party for conferences, discovery, proceedings, hearings, trials or appeals as may be subject reasonably required by the Indemnifying Party. The Indemnified Party also agrees to cooperate with the Indemnifying Party and its counsel in the making of any liability related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person and executing powers of attorney to the extent necessary. (e) A claim for indemnification for any settlement made without 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 consent indemnification obligations if such notice is provided within sixty (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent 60) Business Days of the indemnified partydate on which the Indemnified Party knows of the claim for indemnification unless and to the extent the Indemnifying Party is actually prejudiced by such delay), which consent notice shall not be unreasonably withheld or delayed, describe in reasonable detail the nature of the claim (to the extent then known) and which does not include as an unconditional term thereof the giving by basis of the relevant third party to each indemnified party a release of all liability in respect of such claimIndemnified Party’s request for indemnification under this Agreement.

Procedures. Any party (a) Except as otherwise provided in Section 6.1 (related to tax indemnification), a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification hereunder shall give prompt notice to (the indemnifying party “Indemnifying Party”) in writing of any pending or threatened claim or demand that the Indemnified Party has determined has given or would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to which it seeks indemnification the subject matter of such claim or demand (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent then known); provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX except to the prejudice)extent the Indemnifying Party is actually prejudiced by such failure. (b) Except as otherwise provided in Article VI (related to certain tax matters) and subject to the provisions of this Section 9.4, with respect to any Third Party Claim, the Indemnifying Party shall have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party and permit such indemnifying party to defend against, negotiate, settle or otherwise deal with any Third Party Claim, or otherwise assume the defense of any Third Party Claim, which relates to any Losses alleged to be indemnifiable by it hereunder. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim, or otherwise assume the defense of any Third Party Claim, which relates to any Losses alleged to be indemnifiable by it hereunder, it shall within twenty (20) days of the Indemnified Party’s written notice of the assertion of such claim with counsel reasonably satisfactory Third Party Claim pursuant to Section 9.4(a), notify the indemnified partyIndemnified Party of its intent to do so; provided that the Indemnifying Party must conduct its defense of the Third Party Claim reasonably diligently thereafter, including in order to preserve its rights in this regard. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any person entitled Third Party Claim, or otherwise assume the defense of any Third Party Claim, which relates to indemnification any Losses alleged to be indemnifiable by it hereunder or fails to notify the Indemnified Party of its election as herein provided (or fails to conduct its defense of the Third Party Claim reasonably diligently), the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim with counsel of its own choosing (at the Indemnifying Party’s expense; provided that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel)) and the Indemnifying Party shall have the right to employ participate, at its own expense, in any such defense with separate counsel and to participate counsel. If the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party may participate, at its own expense, in the defense of such claim, but the fees and expenses of Third Party Claim; provided that such counsel Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of such indemnified person unless the Indemnifying Party if (i) so requested by the indemnifying party has agreed Indemnifying Party to pay such fees or expenses, participate or (ii) in the indemnifying party shall have failed reasonable opinion of counsel to assume the defense of Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by separate representation advisable; provided, further, that the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Third Party Claim. Each Party agrees to provide reasonable access to each other Party to such documents and information as may reasonably be requested in connection with the defense, negotiation or delayed)settlement of any such Third Party Claim. No indemnifying party shall Notwithstanding anything in this Section 9.4 to the contrary, no Indemnified Party shall, without the prior written consent of the Indemnifying Party, settle or compromise any Third Party Claim or permit a default or consent to entry of any settlement Judgment with respect to any Third Party Claim. If the Indemnifying Party has assumed the defense and control of a claim Third Party Claim, it shall not consent to a settlement or compromise of, or the entry of Judgment arising from, any Third Party Claim without the consent of any Indemnified Party unless (A) the indemnified partysole relief provided is monetary damages and the Indemnifying Party pays all amounts arising out of such settlement, which consent shall not be unreasonably withheld compromise or delayedJudgment that are due at the effectiveness of such settlement, compromise or Judgment concurrently therewith, (B) there is no finding or admission of any violation of Law or any violation of the rights of any Person, and which does not include as (C) the Indemnified Party is granted an unconditional term thereof the giving by the relevant third party release from all Liability with respect to each indemnified party a release of all liability in respect of such claim.

Procedures. Any (a) The party entitled seeking indemnification under Section 11.02 (the "Indemnified Party") agrees to indemnification hereunder shall give prompt notice to the indemnifying party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding ("Claim") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim other than those notices and documents separately addressed to the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party claim ("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 expense. (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 11.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to which it seeks indemnification such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (failure to do so ii) the Indemnified Party shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be at paid by the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying Indemnified Party. Each party shall have failed cooperate, and cause their respective Affiliates to assume cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such claim records, information and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayedtestimony, and which does not include attend such conferences, discovery proceedings, hearings, trials or appeals, as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability may be reasonably requested in respect of such claimconnection therewith.

Procedures. Any party entitled to indemnification hereunder (a) Each Indemnified Person shall give prompt notice to the indemnifying party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any third party claim claim, or the commencement of any Action ("Claim") in respect of which indemnity may be sought under Section 11.02 and to provide the Indemnifying Party such information with respect to which it seeks indemnification (thereto that the Indemnifying Party may reasonably request. The failure to do so notify the Indemnifying Party shall not preclude such party’s right to indemnification if such failure does not materially prejudice relieve the indemnifying partyIndemnifying Party of its obligations under Section 11.02, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of the prejudice), and permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder failure shall have actually prejudiced the right to employ separate counsel and Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any Person not a 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 claimdefense, but in each case at its expense. Within 30 days following the fees receipt of notice by the Indemnifying Party of any Third Party Claim and expenses 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 counsel shall be at Third Party Claim in accordance with the expense provisions of such indemnified person unless 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 indemnifying party has agreed to pay such fees or expensesIndemnified Person (A) will not admit any liability with respect to, or (ii) settle, compromise or discharge, any Third Party Claim without the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its Indemnifying Party's prior written consent (but such consent shall not to be unreasonably withheld or delayed). No indemnifying party shall consent ) and (B) will agree to any settlement of a claim 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 of the indemnified party, (which consent shall not be unreasonably withheld or delayed, and ) the Indemnifying Party will not enter into any settlement which does not include as an unconditional term thereof satisfy such criteria) and (ii) the giving by Indemnified Person shall be entitled to participate in the relevant third party to each indemnified party a release of all liability in respect defense of such claimThird 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 employ, at the Indemnifying 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 settle a Third-Party Claim, (B) fails to notify the Indemnified Person within the required time period of its election as provided in this Section 11.03 or (C) having timely elected to defend a Third-Party Claim, fails, in the reasonable judgment of the Indemnified Person, after at least 30 days' notice to the Indemnifying Party, to adequately prosecute or pursue such defense, and in each such case the Indemnified Person may defend such Third-Party Claim on behalf of and for the account and risk of the Indemnifying Party; provided, that the 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 be unreasonably withheld, conditioned or delayed); and provided, further, that the Indemnifying Party may resume within a reasonable period of time under the circumstances its right to defend, compromise or settle a Third Party Claim upon providing written notice thereof to the Indemnified Person and thereafter shall not be liable for 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, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Procedures. Any (a) In order for a party (the “Indemnified Party”) to be entitled to any indemnification hereunder shall give prompt notice to provided for under this 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 indemnifying party (the “Indemnifying Party”) in writing (and in reasonable detail) of any third party claim with respect to which it seeks indemnification the Third Party Claim within fifteen (15) business days after receipt by such Indemnified Party of notice of the Third Party Claim; provided, however, that failure to do so give such notification shall not preclude such party’s right to affect the indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the prejudiceIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and permit such indemnifying party documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall be deemed to have accepted the corresponding obligation to defend and indemnify the Indemnified Party, and in such claim with counsel reasonably satisfactory case, the Indemnifying Party shall not be liable to the indemnified party; provided that Indemnified Party for any person entitled to indemnification hereunder legal expenses subsequently incurred by the Indemnified Party through counsel not employed by the Indemnifying Party in connection with the defense. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of 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 claim, but defense. The Indemnifying Party shall be liable for the fees and expenses of such counsel shall be at employed by the expense of such indemnified person unless Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (i) other than during any period in which the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party Indemnified Party shall have failed to assume 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. So long as the Indemnifying Party assumes the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying partya Third Party Claim, the indemnifying party will Indemnified Party shall not be subject to admit any liability for any settlement made with respect to, or settle, compromise or discharge, such Third Party Claim without its the Indemnifying Party’s prior written consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld withheld). If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or delayeddischarge 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 which 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 8.2 or Section 8.3 that does not include as an unconditional term thereof involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the giving by the relevant third party to each indemnified party a release of all liability in respect Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party and in any event prior to the expiration of the underlying representations and warranties, if applicable. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party under Section 8.2 or Section 8.3, 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 such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.

Procedures. Any party entitled to indemnification hereunder shall give prompt Promptly after receipt by a Party of notice to the indemnifying party of any third party claim with respect Third Party claim, demand, suit or proceeding which could give rise to which it seeks indemnification (failure to do so shall not preclude such party’s a right to indemnification if pursuant to Section 9.1, such Party (the “Indemnified Party”) shall give the other Party (the “Indemnifying Party”) prompt written notice describing the claim in reasonable detail. The failure does of an Indemnified Party to give notice in the manner provided herein shall not materially prejudice relieve the indemnifying partyIndemnifying Party of its obligations under this Section, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent that such failure to give notice materially prejudices the Indemnifying Party’s ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or defend, at its own expense and by its own counsel, any such matter involving the asserted liability of the prejudice)Party seeking such indemnification. If the Indemnifying Party shall undertake to compromise or defend any such asserted liability, it shall promptly (and in any event not more than ten (10) days after receipt of the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so, and permit the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or defense against any such indemnifying party 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 assume compromise or defend the asserted liability or fails to notify the Indemnified Party of its election to compromise or defend as herein provided, or, 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, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses shall be included as part of the indemnification obligation of the Indemnifying Party hereunder. Notwithstanding the foregoing, neither Party may (a) settle or compromise any claim without the prior written consent of the other Party, unless such settlement or compromise provides solely for a monetary payment for which the other Party is fully indemnified, or (b) make any admission or take any action that is prejudicial to the defense or settlement of such claim, without the other Party’s prior written consent. In any event, the Indemnified Party and the Indemnifying Party may participate, at their own expense, in the defense of such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 9.2, (a) the 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 with counsel reasonably satisfactory (but only to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate extent such other Party is not participating jointly in the defense of such claim), but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume conduct the defense of such claim in a prudent manner, and employ counsel reasonably satisfactory to such person. If such defense is not assumed by (b) the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld cease to defend, settle or delayed). No indemnifying party shall consent to otherwise dispose of any settlement of a claim (except as provided above) without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimIndemnified Party.

Procedures. (i) Any party entitled to Person seeking any indemnification hereunder under this Section 10.2 (an “Indemnified Party”), acting through the Transferors or American, as applicable, shall give prompt notice to the indemnifying party from who indemnification is being sought (an “Indemnifying Party”) Notice (a “Claim Notice”) of any matter which such Indemnified Party has determined has given or could rise to a right of indemnification under this Agreement promptly after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.2; provided, however, if an Indemnified Party shall receive written notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party a Claim Notice within twenty (20) days after receipt by the Indemnified Party of such Notice. The Claim Notice (i) shall state whether the Indemnity Claim results from or arises out of a third party claim Claim (a “Third Party Claim”), (ii) describe with respect reasonable specificity the nature of the Indemnity Claim and (iii) state the amount of Damages sought pursuant to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished Indemnity Claim to the extent then known. The failure to deliver or timely deliver the Claim Notice shall not affect the rights of the prejudice)Indemnified Party to indemnification under this Article X, except and permit such indemnifying party only to assume the defense extent that the Indemnifying Party shall have been actually prejudiced by reason of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimfailure.

Procedures. (a) Any party entitled to Person seeking indemnification hereunder under this Article 11 (the “Indemnified Party”) shall give prompt written notice to the indemnifying party Person from whom indemnification is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action by any third party claim (“Third-Party Claim”); provided, that the failure of the Indemnified Party to give notice as provided in this Section 11.03(a) shall not relieve any Indemnifying Party of its obligations under Section 11.02, except to the extent that such failure actually prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail the Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third-Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to which it seeks indemnification (failure any such Third-Party Claim reasonably requested by the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, to do so shall not preclude such party’s right be represented by counsel of its choice and, subject to indemnification if such failure does not materially prejudice the indemnifying partylimitations set forth in this Section 11.03, to assume control of, and if defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such failure does materially prejudice Third-Party Claim. If the indemnifying partyIndemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third-Party Claim, then the indemnified party’s rights Indemnified Party may defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third-Party Claim. If the Indemnifying Party shall only be diminished to the extent of the prejudice), and permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to any Third-Party Claim, then the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate Indemnified Party may participate, at his or its own expense, in the defense of such claimThird-Party Claim; provided, but the fees and expenses of that such counsel Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of such indemnified person unless the Indemnifying Party if (i) requested by the indemnifying party has agreed Indemnifying Party to pay such fees or expenses, participate or (ii) in the indemnifying party shall have failed reasonable opinion of counsel to assume the defense of Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by separate representation advisable; provided, further, that the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld or delayed). No indemnifying party shall consent required to pay for more than one such counsel for all Indemnified Parties in connection with any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimThird-Party Claim.

Procedures. Any party (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification hereunder provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person, other than the Seller and its Affiliates and the Buyer, against the Indemnified Party, other than a Mirror Claim (a “Third Party Claim”), such Indemnified Party shall give prompt deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of the Third Party Claim, but in no event later than the Claims Deadline, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide as part of the initial written notice of claim, the information set forth in the preceding sentence shall not invalidate the effectiveness of the written notice, provided such information is delivered in a reasonable time period thereafter. 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. (b) The Indemnifying Party shall have the right, upon written notice to the indemnifying party Indemnified Party within 30 days of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice receipt of notice from the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent Indemnified Party of the prejudice)commencement of such Third Party Claim, and permit such indemnifying party to assume the defense thereof at the expense of such claim the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder Indemnified Party. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such indemnified person unless (i) defense and make available to the indemnifying party has agreed to pay such fees Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or expensesunder the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or (ii) settle, compromise or discharge, or offer to compromise, settle or discharge, such Third Party Claim without the indemnifying party shall have failed to Indemnifying Party’s prior written consent unless the Indemnifying Party withdraws from the defense of such Third Party Claim or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If the Indemnifying Party does not assume the defense of any such claim claims or proceeding pursuant to this Section 10.4 and employ the Indemnified Party proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding. The Indemnifying Party and its counsel reasonably satisfactory shall keep the Indemnified Party fully advised as to such person. If its conduct of such defense is not assumed by the indemnifying partyor settlement, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent and shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed). No indemnifying party shall consent ) unless such settlement or compromise does not subject the Indemnified Party to any monetary liability, includes a complete, unconditional release of the Indemnified Party from all liability with respect to such Third Party Claim, and does not constitute an acknowledgement or acceptance by the Indemnified Party of fault, culpability or responsibility of any kind. Notwithstanding the Indemnifying Party’s election to defend against or settle the Third Party Claim, the Indemnified Party may, upon written notice to the Indemnifying Party, elect to employ its own counsel and participate at its own cost in such defense if (i) the Third Party Claim is made also against the Indemnifying Party and the Indemnified Party determines in good faith that joint representation would be inappropriate and (ii) the Indemnified Party determines in good faith that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with, different from, or in addition to one or more of those that may be available to the Indemnifying Party with respect to such Third Party Claim; provided, however, that the participation in the defense or settlement of a Third Party Claim by the Indemnified Party pursuant to this sentence shall not relieve the Indemnifying Party of its obligation to indemnify and hold the Indemnified Party harmless. (c) In the event any Indemnified Party should have a claim without against any Indemnifying Party hereunder that does not involve a Third Party Claim (including any Mirror Claim) being asserted against or sought to be collected from such Indemnified Party, the consent Indemnified Party shall deliver notice of such claim to the Indemnifying Party no later than the Claims Deadline, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the indemnified party, which consent amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide as part of the initial written notice of claim the information set forth in the preceding sentence shall not be unreasonably withheld invalidate the effectiveness of the written notice provided the information is provided in a reasonable time period thereafter. 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. The Indemnifying Party shall have 30 days after receipt of notice of any claim pursuant to this Section 10.4(c) to (i) agree to the amount or delayedmethod of determination set forth in such claim and to pay such amount to such Indemnified Party or (ii) provide the Indemnified Party with notice (a “Dispute Notice”) that it disagrees with the amount or method of determination set forth in such claim. If the Indemnifying Party has timely delivered a Dispute Notice, the Indemnifying Party and which does not include as an unconditional term thereof the giving by Indemnified Party shall, during a period 30 days from the relevant third party to each indemnified party a release of all liability in respect Indemnified Party’s receipt of such claimDispute Notice, negotiate to achieve resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved as provided in Section 12.9.

Procedures. Any party (a) In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving any claim (a “Claim”) by an Indemnified Party such Indemnified Party must notify the Indemnifying Party in writing (and in reasonable detail) of such Claim within (i) in the case of a Third Party Claim, five (5) Business Days or (ii) in the case of a claim (other than a Third Party Claim), promptly, after knowledge by such Indemnified Party of such 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 materially prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any additional Losses resulting from the Indemnified Party’s failure to give such notice). Thereafter, the Indemnified Party shall give the Indemnifying Party reasonable access to the books, records and assets of the Indemnified Party which evidence or support such Claim or the act, omission or occurrence giving rise to such Claim and the right, upon prior notice, to interview any employee, agent or other representative of the Indemnified Party related thereto. (b) If an Indemnified Party is entitled to indemnification hereunder shall give prompt notice to the indemnifying party because of any third party claim with respect to which it seeks indemnification a Claim asserted by a claimant other than an Indemnified Party (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudicea “Third Party Claim”), and permit such indemnifying party the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses in its sole discretion, to assume the defense of such claim thereof with counsel reasonably satisfactory to selected by the indemnified partyIndemnifying Party; provided provided; however that if the defendants in any person entitled to indemnification hereunder such Third Party Claim include the Indemnified Party and there exists any actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnified Party shall have the right to employ obtain, at the Indemnifying Party’s expense, one separate counsel and to defend such actions on behalf of such Indemnified Party, in which case the Indemnified Party shall have the right to participate in the defense of such claim, Third Party Claim (it being understood that the Indemnifying Party shall not have the right to control (but shall have the fees and expenses of right to participate in) such counsel shall be at the expense of such indemnified person unless defense if (i) the indemnifying party has agreed to pay such fees Third Party Claim is seeking as a significant component of their remedy an injunction, restraining order, declaratory relief or expenses, other non-monetary relief or (ii) the indemnifying party named parties to any such Proceeding (including any impleaded parties) include both an Indemnified Party and an Indemnifying Party and the former shall have failed been advised in writing by counsel (with a copy to the Indemnifying Party) that there are one or more legal or equitable defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party). Subject to the foregoing sentence, should the Indemnifying Party so elect to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying partya Third Party Claim, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld or delayedliable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses (payable out of the Indemnity Escrow Funds) of one counsel employed by the Indemnified Party (which counsel shall be reasonably acceptable to the Indemnifying 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). No indemnifying party If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all applicable Indemnified Parties shall consent 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 reasonable access to the books, records and assets of the Indemnified Party which evidence or support such Claim or the act, omission or occurrence giving rise to such Claim and the right, upon prior notice, to interview any employee, agent or other representative of the Indemnified Party related thereto. 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. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement settlement, compromise or discharge of a claim Third Party Claim that the Indemnifying Party may recommend and that by its terms (i) obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and does not result in any financial or other obligation of the Indemnified Party and (ii) fully and unconditionally releases the Indemnified Party in connection with such Third Party Claim. Subject to the immediately preceding sentence (which claims satisfying clause (i) and (ii) thereof shall not require the Indemnified Party’s consent), the Indemnifying Party shall not agree to any settlement, compromise or discharge of a Third Party Claim without the prior written consent of the indemnified partyIndemnified Party and provides for a full release of the Indemnified Party. (c) Subject to the Indemnified Party’s right to assume the defense under Section 11.5(b), if any Indemnified Party intentionally prohibits, restricts or limits in any material manner or attempts to prohibit, restrict or limit in any material manner the ability of the Indemnifying Party to assume the defense of a Third Party Claim, then no Indemnifying Party shall have any obligation to any Indemnified Party with respect to such Third Party Claim pursuant to this Article XI or otherwise. (d) If the Indemnifying Party disputes its liability with respect to any Claim (including and Third Party 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, such dispute shall, subject to Sections 12.9 and 12.10, be resolved by litigation in an appropriate court of competent jurisdiction. (e) The Sellers’ Representative shall act on behalf of the Sellers for the purposes of this Section 11.5 for all Claims (including all Third Party Claims) which consent are the subject of indemnification hereunder pursuant to Section 11.1(a). (f) Subject to Section 11.1(d), any indemnity payments owed by any individual Seller under this Article XI that are not satisfied from the Indemnity Escrow Funds shall not be unreasonably withheld paid by the applicable Seller in immediately available funds within 10 Business Days after final determination and written request thereof by the Indemnified Party. All such indemnity payments shall be made to the accounts and in the manner specified in writing by the party entitled to such indemnity payments. (g) In connection with this Article XI, each Seller hereby (i) waives any right of contribution or delayedindemnification or similar right each may have against the Company Group (or its members) for any amounts paid by the Seller hereunder, and which does not include as an unconditional term thereof (ii) waives any defense based on conduct of the giving by Company Group (or its members) prior to the relevant third party to each indemnified party a release of all liability in respect of such claimClosing.

Procedures. Claims for indemnification under this Agreement shall only be asserted and resolved as follows: (a) Any party entitled to Buyer Indemnitee or Seller Indemnitee claiming indemnification hereunder shall give prompt notice to the indemnifying party of any third party claim under this Agreement (an “Indemnified Party”) with respect to which it seeks indemnification any claim asserted against the Indemnified Party by a third party (failure to do so shall not preclude such party’s right “Third Party Claim”) in respect of any matter that is subject to indemnification if such failure does not materially prejudice under Section 8.02 shall (i) promptly (but no later than twenty (20) days after receiving notice of the indemnifying partyThird Party Claim) notify the other Party (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) stating the nature, and if such failure does materially prejudice basis, the indemnifying party, then the indemnified party’s rights shall only be diminished amount thereof (to the extent known or estimated, which amount shall not be conclusive of the prejudicefinal amount of such Third Party Claim), the method of computation thereof (to the extent known or estimated), any other remedy sought thereunder, any relevant time constraints relating thereto, and, to the extent practicable, any other material details pertaining thereto, along with copies of the relevant documents evidencing such Third Party Claim and permit the basis for indemnification sought. Failure to notify the Indemnifying Party in accordance with this Section 8.03(a) will not relieve the Indemnifying Party of any Liability that it may have to the Indemnified Party, except to the extent (1) the Indemnifying Party is prejudiced by the Indemnified Party’s failure to give such indemnifying party notice or (2) with respect to claims for indemnification pursuant to Section 8.02(a)(i) or Section 8.02(b)(i) the Indemnified Party fails to notify the Indemnifying Party of such Third Party Claim in accordance with this Section 8.03(a) prior to the applicable Survival Expiration Date. The Parties will act in good faith in responding to, defending against, settling or otherwise dealing with Third Party Claims. (b) An Indemnifying Party may elect at any time to assume and thereafter conduct the defense of such claim any Third Party Claim with counsel reasonably satisfactory to of the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel Indemnifying Party’s choice and to participate in settle or compromise any such Third Party Claim, and each Indemnified Party shall reasonably cooperate with the defense conduct of such claimdefense by the Indemnifying Party with respect thereto; provided, but however, that the fees and expenses Indemnifying Party will not approve of the entry of any 76 (c) If any Indemnified Party becomes aware of any circumstances that may give rise to a claim for indemnification pursuant to Section 8.02 for any matter not involving a Third Party Claim, then such counsel Indemnified Party shall be at the expense of such indemnified person unless promptly (i) notify the indemnifying party has agreed to pay such fees or expenses, or Indemnifying Party and (ii) deliver to the indemnifying party shall Indemnifying Party a written notice describing in reasonable detail the nature of the claim, describing in reasonable detail the basis of the Indemnified Party’s request for indemnification under this Agreement and including the Indemnified Party’s best estimate of the amount of Damages (if calculable) reasonably expected to arise or that may arise from such claim. Failure to notify the Indemnifying Party in accordance with this Section 8.03(c) will not relieve the Indemnifying Party of any liability that it may have failed to assume the defense Indemnified Party, except to the extent (A) the Indemnifying Party is prejudiced by the Indemnified Party’s failure to give such notice or (B) with respect to claims for indemnification pursuant to Section 8.02(a)(i) or Section 8.02(b)(i) the Indemnified Party fails to notify the Indemnifying Party of such claim in accordance with this Section 8.03(c) prior to the applicable Survival Expiration Date. (d) At the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and employ counsel its Representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably satisfactory related to the matters to which the applicable indemnification claim relates. All such person. If such defense is not assumed by access shall be granted during normal business hours and shall be granted under the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent conditions which shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without interfere with the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, business and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect operations of such claimIndemnified Party.

Procedures. Any party entitled to indemnification hereunder shall give prompt notice to the indemnifying party of any If a claim by a third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying partyis made against an Indemnitee, and if such failure does materially prejudice Indemnitee intends to seek indemnity with respect thereto under this Section 4, the indemnifying partyIndemnitee shall promptly, then and in any event within thirty (30) days after the indemnified party’s rights shall only be diminished assertion of any claim or the discovery of any fact upon which Indemnitee intends to the extent of the prejudicebase a claim for indemnification under this Agreement (“Claim”), and permit such indemnifying notify the party to assume the defense from whom indemnification is sought (“Indemnitor”) of such claim with counsel reasonably satisfactory to Claim; provided, that the indemnified partyfailure or delay in giving such notice shall not preclude Indemnitee of such Claim; provided provided, that the failure or delay in giving such notice shall not preclude Indemnitee from making any person Claim thereon if the failure or delay in giving such notice did not prejudice Indemnitor. In the event of any Claim, except a Claim for taxes, Indemnitor shall be entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claimClaim and, but to the fees and expenses of such counsel shall be at the expense of such indemnified person unless (extent that it wishes ( unless( i) the indemnifying Indemnitor is also a party has agreed to pay the proceedings concerning such fees or expensesClaim and the Indemnitee determines in good faith that joint representation would be a conflict of interest, or (ii) the indemnifying party shall have failed Indemnitor fails to provide reasonable assurance to the Indemnitee of its financial capacity to defend such Claim and provide indemnification with respect to such Claim), to assume the defense of such claim and employ Claim with counsel reasonably satisfactory to the Indemnitee and, alter notice from the Indemnitor to the Indemnitee of its election to assume the defense of such person. If proceeding given within thirty (30) days of receipt of Indemnitee’s notice of the Claim, the Indemnitor will not, as long as it diligently conducts such defense is not assumed be liable to the Indemnitee under this Section 4 for any fees of other counsel or any other expenses with respect to the defense of such Claim, in each case subsequently incurred by the indemnifying partyIndemnitee in connection with the defense of such Claim. In the event that Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to the indemnifying party will not be subject fullest extent possible in regard to any liability for any all matters relating to the Claim (including without limitation, corrective actions required by applicable legal requirements, assertion of defenses and the determination, mitigation, negotiation and settlement made without its consent (but such consent shall not be unreasonably withheld or delayed)of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor’s management of same with regard to the amount of Indemnifiable Costs payable by the Indemnitor hereunder. No indemnifying party Indemnitee or Indemnitor shall consent be entitled to settle any settlement of a claim Claim without the prior written consent of the indemnified partyother, which consent shall not be unreasonably withheld or delayed, withheld. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of shall be paid promptly after such claim.notice. Partnership Interest Purchase Agreement —

Procedures. Any party Subject to Section 10.2(f) (in the case of the determination of the amount of Non-Cash Losses), claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person who or that is entitled to seek indemnification hereunder under Section 10.2 (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 is subject to indemnification under Section 10.2, the Indemnified Party shall give prompt notice promptly: (i) notify the Party or Parties from whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim; and (ii) transmit to the indemnifying party Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of any third party claim the Third Party Claim, a copy of all papers served with respect to which it seeks such Third Party Claim (if any), the Indemnified Party’s estimate of the amount of Losses attributable to the Third Party Claim (if available), and the basis of the Indemnified Party’s request for indemnification (failure under this Agreement. Failure to do so timely provide such Claim Notice shall not preclude such partyaffect the right of the Indemnified Party’s right to indemnification if such failure does not materially prejudice the indemnifying partyhereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against all Losses that may result from such Third Party Claim in accordance with, and subject to, the limitations set forth in this Article 10, subject to the final sentence of the prejudicethis Section 10.3(b), and permit such indemnifying party it notifies the Indemnified Party within twenty (20) Business Days of the receipt of notice of the Third Party Claim from the Indemnified Party that the Indemnifying Party elects to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder Third Party Claim, then the Indemnifying Party shall have the right to employ separate defend the Indemnified Party (unless the Indemnified Party is the Company) against such Third Party Claim at its expense with counsel selected by such Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), and by appropriate proceedings (which proceedings shall be prosecuted diligently by the Indemnifying Party); provided, however, that Sellers shall not have the right to participate assume the defense or control of Specified Litigation. The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the defense judgment of such claimthe Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, but then the fees and expenses of such counsel Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expensesIndemnifying Party, or (ii) the indemnifying party and provided, further, that no Indemnifying Party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for enter into any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim agreement without the written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed); and 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 Indemnified Parties, the assets of the Company or the Subject Interests after the Closing Date. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall reasonably cooperate with the Indemnified Party in such defense. 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 10.3(b); provided, that the Indemnified Party shall bear its own costs and expenses with respect to any such participation. The Indemnifying Party shall not be entitled to assume the defense of a Third Party Claim if the Third Party Claim seeks Losses in excess of one hundred fifty percent (150%) of the amount for which all Indemnifying Parties may be liable under this Agreement. (c) If the Indemnifying Party does not timely notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.3(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense, including fees and expenses of counsel and experts (but only if the Indemnified Party is actually entitled to indemnification under this Article 10) in regard to the Third Party Claim, with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), and by 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, including any compromise or settlement thereof; 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 10 without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.3(c), and 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 include as an unconditional term thereof result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the giving Indemnifying Party reasonably prompt written notice after the Indemnified Party becomes actually aware of such Direct Claim. Such notice by the relevant third party Indemnified Party shall describe the Direct Claim in reasonable detail, and indicate the estimated amount, if known, of damages that have been sustained by the Indemnified Party. The Indemnifying Party will have a period of five (5) Business Days to each indemnified party a release 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 Direct Claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party under the terms and subject to the provisions of all liability 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, and such Indemnified Party shall use commercially reasonable efforts to pursue such proceeds. Sellers shall not use the Company’s funds for any indemnity payment to a Buyer Indemnified Party (provided that this shall not prevent or prohibit the Company from using insurance proceeds to reduce the Company’s loss for a matter that might lead to an indemnification obligation) and Sellers waive any right of subrogation, recourse or contribution against the Company, Operator, their respective Representatives or their insurers arising out of Sellers’ indemnity obligations under this Agreement.

Procedures. Any party entitled to Promptly after the receipt by any Person seeking indemnification hereunder shall give prompt under this Article XX (the “Indemnified Party”) of written notice to of the indemnifying party assertion of any claim by a third party claim with respect to any matter in respect of which it seeks indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to the Party from which indemnification is sought (the “Indemnifying Party”), and shall thereafter keep the Indemnifying Party reasonably informed with respect thereto; provided, however, that the failure of the Indemnified Party to do so give the Indemnifying Party notice as provided herein shall not preclude such party’s right to indemnification if such failure does not materially prejudice relieve the indemnifying partyIndemnifying Party of any of its obligations hereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of that the prejudice), and permit Indemnifying Party is materially prejudiced by such indemnifying party failure. The Indemnifying Party shall be entitled to assume the defense of any Third Party Claim by written notice to the Indemnified Party of such claim with intention given within thirty (30) 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 partyIndemnified 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 of such Third Party Claim as provided above). If the Indemnifying Party shall assume the defense of the Third Party Claim, then the Indemnifying Party shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided provided, however, that any person entitled to indemnification hereunder the Indemnified Party shall have no obligation to consent to any settlement that (a) does not include, as an unconditional term thereof, the right giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to employ separate counsel and such Third Party 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 Indemnifying Party of the defense of any Third Party Claim as provided in this Section 20.3, the Indemnified Party shall be permitted to participate in the defense of such claimThird Party Claim and to employ counsel at its own expense (it being understood that the Indemnifying Party controls such defense); provided, but however, that, if the fees defendants in any Third Party Claim shall include both an Indemnifying Party and expenses 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 counsel shall be Third Party Claim on its behalf, at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) Indemnifying Party; provided that the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld or delayed). No indemnifying party shall consent obligated to any settlement pay the expenses of a claim without the consent of the indemnified partymore than one separate counsel for all Indemnified Parties, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving by the relevant third party to each indemnified party a release of all liability in respect of such claimtaken together.

Procedures. Any party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person entitled to seek indemnification hereunder under Section 7.2 and Section 7.3 (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 is subject to indemnification under Section 7.2 or Section 7.3 the Indemnified Party shall give prompt notice promptly (i) notify the party against whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the indemnifying party Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of any third party claim the Third Party Claim, a copy of all papers served with respect to which it seeks such claim (if any), the Indemnified Party’s good faith estimate of the amount of Damages attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification (failure under this Agreement. Failure to do so timely provide such Claim Notice shall not preclude such partyaffect the right of the Indemnified Party’s right to indemnification if such failure does not materially prejudice the indemnifying partyhereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of the prejudice), and permit Indemnifying Party is materially prejudiced by such indemnifying party failure. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder Third Party Claim, then the Indemnifying Party shall have the right to employ separate defend such Third Party Claim with counsel and to participate in selected by the defense of such claim, but the fees and expenses of such counsel Indemnifying Party (who shall be at the expense of such indemnified person unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such personthe Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 7.4(b). If The Indemnifying Party shall have full control of such defense is and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for enter into any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim agreement without the written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld 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 contemplates only the payment of monetary damages by the Indemnifying Party or its Affiliates. Subject to the foregoing, if requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to use Reasonable Efforts 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 7.4(b), and which the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not include as an unconditional term thereof notify the giving Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(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 entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the relevant third party Indemnified Party (who shall be reasonably satisfactory to each indemnified party the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). If requested by the Indemnified Party, the Indemnifying Party agrees, at the sole cost and expense of the Indemnifying Party, to use Reasonable Efforts to cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified 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 Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Damages that does not result from a release Third Party Claim (a “Direct Claim”) must be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than forty-five (45) days after an officer of the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all liability available material written evidence thereof and indicate the estimated amount, if reasonably practicable, of Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such twenty (20) Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (e) Any indemnification payment made pursuant to this Agreement shall be net of (i) any insurance proceeds actually realized by and paid to the Indemnified Party in respect of such claimclaim and (ii) any indemnification or reimbursement payments actually received or recovered, if recoverable, by the Indemnified Party from third parties with respect to such Damages. The amount of any Damages shall take into account any net Tax benefits attributable to the circumstance or event giving rise to such Damages and any Tax costs attributable to the receipt of indemnity payments hereunder. The Indemnified Party shall use Reasonable Efforts to collect any amounts to which they may be entitled under insurance policies or from third parties (pursuant to indemnification arrangements or otherwise) with respect to such Damages. (f) Except with respect to the EPA Enforcement Action, no Indemnified Party shall be entitled to bring a claim for indemnification for any breach or inaccuracy of any representation, warranty or covenant if such Indemnified Party had Knowledge of such breach or inaccuracy as of the Effective Date or if the facts or circumstances underlying such breach or inaccuracy are disclosed in the Disclosure Schedules. (g) Any Indemnified Party that becomes aware of Damages for which it seeks indemnification under this ARTICLE VII shall be required to use Reasonable Efforts to mitigate the Damages, including taking any actions reasonably requested by, and at the expense of, the Indemnifying Party, and the Indemnified Party shall not have any right to indemnification for any Damages to the extent that it is attributable to any Indemnified Party’s failure to use Reasonable Efforts to mitigate. The Indemnified Party shall not have any right to indemnification under this ARTICLE VII with respect to Damages to the extent that the Damages were materially and directly exacerbated by any action taken by any Indemnified Party for the first time on or after the Closing.

Procedures. Any party entitled (a) The terms of this Section 9.4 shall apply to any claim (a "Claim") ----- for indemnification hereunder under the terms of Sections 9.2 or 9.3. The Section 9.2 Indemnified Party or Section 9.3 Indemnified Party (each, an "Indemnified ----------- Party"), as the case may be, shall give prompt written notice of such Claim to ----- the indemnifying party (the "Indemnifying Party") under the applicable Section, ------------------ which party may assume the defense thereof; provided that any delay or failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is materially prejudiced by reason of such delay or failure. The Indemnified Party shall have the right to approve any counsel selected by the Indemnifying Party and to approve the terms of any third party 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 the Indemnified Party in respect of the claim with respect in question). Notwithstanding any of the foregoing to which it seeks indemnification (failure to do so the contrary, the provisions of this Article IX shall not preclude such party’s right be construed so as to provide for the indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of 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 prejudice)provisions of this Article IX to the fullest extent permitted by law. (b) In the event that the Indemnifying Party undertakes the defense of any Claim, and permit the Indemnifying Party will keep the Indemnified Party advised as to all material developments in connection with such indemnifying party Claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewith. (c) In the event that the Indemnifying Party fails to assume the defense of such claim with counsel reasonably satisfactory any Claim within ten business days after receiving written notice thereof; the Indemnified Party shall have the right, subject to the indemnified party; provided Indemnifying Party's right to assume the defense pursuant to the provisions of this Article IX, to undertake the defense, compromise or settlement of such Claim for the account of the Indemnifying Party. Unless and until the Indemnified Party assumes the defense of any Claim, the Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each Indemnified Party shall agree in writing prior to any such advancement that, in the event he or it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that any person it shall be determined that he or it was not entitled to indemnification hereunder under this Article IX. (d) In no event shall have an Indemnifying Party be required to pay in connection with any Claim for more than one firm of counsel (and local counsel) for each of the right to employ separate counsel and to participate in the defense following groups of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified person unless Indemnified Parties: (i) the indemnifying party has agreed to pay such fees or expensesStockholders, or their respective successors, assigns, heirs, personal representatives, beneficiaries, agents and/or the legal representatives of any of them; and (ii) the indemnifying party shall have failed to assume the defense of such claim TeleCorp and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayedTHC and their respective Affiliates, and which does not include as an unconditional term thereof the giving by shareholders, members, managers, officers, employees, agents and/or the relevant third party to each indemnified party a release legal representatives of all liability in respect any of such claimthem.

Procedures. Any party entitled to (a) The Buyer Indemnified Party seeking indemnification hereunder under Section 6.02 shall give prompt notice (“Third Party Claim Notice”) to Seller (the indemnifying party “Indemnifying Party”) of the assertion of any third party claim with by another Person, or the commencement by another Person of any suit, action or other Proceeding (each, a “Third Party Claim”) in respect to of which it seeks indemnification (indemnity may be sought under such Section; provided, however, that the failure to do so give prompt notice shall not preclude such party’s right to affect the indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished provided hereunder except to the extent the Indemnifying Party has been materially prejudiced as a result of the prejudicesuch failure. (b) Other than as provided in Section 6.03(c), and permit such indemnifying party Buyer shall have the right, at its election, to assume control the defense of such claim with counsel reasonably satisfactory to Third Party Claim; provided, however, that the indemnified party; provided that any person entitled to indemnification hereunder Indemnifying Party shall have the right to employ separate counsel and to participate in such defense at its own cost. If the Buyer so proceeds with the defense of such claim, but Third Party Claim (or any Third Party Claim which the fees and expenses of such counsel shall be at the expense of such indemnified person unless Indemnifying Party declines to exercise control pursuant to Section 6.03(c)): (i) all costs and expenses incurred by Buyer in connection with such defense (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) may be recoverable as indemnifiable Damages as provided in Section 6.02, but only to the indemnifying party has agreed extent not recovered from the counterparty to pay such fees or expenses, or the Third Party Claim; (ii) the indemnifying party Indemnifying Party shall have failed make available to assume Buyer any documents and materials in its possession or control that may be reasonably necessary to the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by Third Party Claim; and (iii) if Buyer settles any Third Party Claim without the indemnifying party, consent of the indemnifying party will not be subject to any liability for any settlement made without its consent Indemnifying Party (but such which consent shall not be unreasonably withheld or delayed). No indemnifying party , Buyer shall consent forfeit indemnification under Section 6.02 with respect to such Third Party Claim. (c) In the event of a Third Party Claim that would, when added to any settlement other outstanding Third Party Claims, reasonably be expected to result in Damages in excess of a claim the remaining Deductible but less than two times the amount equal to (A) the Maximum Indemnity Amount, less (B) any claims previously paid out of the Indemnity Escrow Account or directly by Seller, then the Indemnifying Party shall have the right, at its election and at its own cost, to control the defense of such Third Party Claim; provided, however, that Buyer shall have the right to participate in such defense at its own cost. If the Indemnifying Party elects to control the defense of such Third Party Claim (or any Third Party Claim the defense of which Buyer does not elect to control pursuant to Section 6.03(b)): (i) Buyer shall make available to the Indemnifying Party any documents and materials in its possession or control that may be reasonably necessary to the defense of such Third Party Claim; and (ii) the Indemnifying Party shall not settle any Third Party Claim without the consent of the indemnified partyBuyer Indemnified Party, which consent shall not be unreasonably withheld unless such settlement requires solely money damages paid by the Indemnifying Party (without any right of reimbursement or delayed, other resources to the Buyer Indemnified Party) and which does not include includes as an unconditional term thereof the giving release by the relevant third party to each indemnified party a release claimant or the plaintiff of the Buyer Indemnified Party from all liability in respect of such Third Party Claim. (d) If Buyer determines in good faith that any Buyer Indemnified Party has a bona fide claim for indemnification pursuant to this Article 6, Buyer may deliver to the Indemnifying Party (on behalf of any Buyer Indemnified Party) a certificate signed by any officer of Buyer (any certificate delivered in accordance with the provisions of this Section 6.03(d) an “Officer’s Claim Certificate”): (i) stating that a Buyer Indemnified Party has a claim for indemnification pursuant to this Article 6; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Buyer Indemnified Party claims to be entitled to receive, which shall be the amount of Damages such Buyer Indemnified Party claims to have so incurred or suffered or could reasonably be expected to incur or suffer (the “Estimated Claim Amount”); and (iii) specifying (based upon the information then possessed by Buyer) the material facts known to the Buyer Indemnified Party giving rise to such claim. (e) During the Indemnity Escrow Period, at the time of delivery of any Officer’s Claim Certificate pursuant to Section 6.03(d), a duplicate copy of such Officer’s Claim Certificate shall be delivered to the Escrow Agent, unless all amounts in the Indemnity Escrow Account shall have been disbursed. (f) If the Indemnifying Party in good faith objects to any claim made by Buyer in any Officer’s Claim Certificate, then the Indemnifying Party shall deliver a written notice (a “Claim Dispute Notice”) to Buyer (with a copy to the Escrow Agent) during the 30-day period commencing upon receipt by the Indemnifying Party of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Buyer in the Officer’s Claim Certificate. (g) If the Indemnifying Party does not deliver a Claim Dispute Notice to Buyer prior to the expiration of such 30-day period then if such claim relates to a matter contained in an Officer’s Claim Certificate delivered during the Indemnity Escrow Period, Buyer may direct the Escrow Agent to deliver cash in the amount of the Damages set forth in the Officer’s Claim Certificate from the Indemnity Escrow Account to Buyer in accordance with this Section 6.03 (subject to any applicable limitations contained in this Agreement including, without limitation, the limitations set forth in Section 6.02). If all funds in the Indemnity Escrow Account have previously been disbursed, or to the extent such funds are not adequate to cover the amount of the Damages, Buyer may then deliver a demand for payment directly to Seller, and the Indemnifying Party shall pay to Buyer amount demanded within 10 Business Days following such demand, in cash, by wire transfer of immediately available funds to the account designated in writing by Buyer. (h) If the Indemnifying Party delivers a Claim Dispute Notice, then Buyer and the Indemnifying Party shall attempt in good faith to resolve any such objections raised by the Indemnifying Party in such Claim Dispute Notice. If Buyer and the Indemnifying Party agree to a resolution of such objection, a memorandum setting forth such agreement shall be prepared and signed by both parties and if such resolution relates to a matter contained in an Officer’s Claim Certificate delivered during the Indemnity Escrow Period, and funds remain in the Indemnity Escrow Account, Buyer may deliver the memorandum to the Escrow Agent and direct the Escrow Agent to distribute cash from the Indemnity Escrow Account in accordance with the terms of this Agreement (including any applicable limitations contained in Section 6.02) and the terms of such memorandum. If all funds in the Indemnity Escrow Account have previously been disbursed, or to the extent such funds are not adequate to cover the agreed upon amount, the Indemnifying Party shall pay to Buyer the agreed upon amount within 10 Business Days following such agreement, in cash, by wire transfer of immediately available funds to the account designated in writing by Buyer. (i) If no such resolution can be reached during the 60-day period following Buyer’s receipt of a given Claim Dispute Notice, then upon the expiration of such 60-day period, either Buyer or the Indemnifying Party may bring suit to resolve the objection in accordance with Section 10.05, Section 10.06, and Section

Procedures. Any party Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) If any Person who or which is entitled to seek indemnification hereunder 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 is subject to indemnification under Section 9.2, the Indemnified Party shall give prompt notice promptly: (i) notify the Party obligated to the indemnifying party Indemnified Party pursuant to Section 9.2 above (the “Indemnifying Party”) of any third party claim the Third Party Claim; and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to which it seeks 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 (failure under this Agreement. Failure to do so timely provide such Claim Notice shall not preclude such partyaffect the right of the Indemnified Party’s right to indemnification if such failure does not materially prejudice the indemnifying partyhereunder, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished except to the extent of the prejudice), and permit Indemnifying Party is materially prejudiced by such indemnifying party delay or omission. (b) The Indemnifying Party may elect to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder Third Party Claim, then the Indemnifying Party shall have the right to employ separate defend such Third Party Claim with counsel and selected by the Indemnifying Party (who shall be reasonably satisfactory to participate the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in the defense accordance with this Section 9.4(b). The Indemnifying Party shall have full control of such claimdefense and proceedings, but including any compromise or settlement thereof; provided that the fees and expenses 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 counsel consent shall not be at the expense of such indemnified person unless required if: (i) the indemnifying party has agreed settlement agreement contains a complete and unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding; and (ii) the settlement agreement does not contain any consideration other than the payment of money which the Indemnifying Party agrees to pay pay. 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 fees participation. Notwithstanding the foregoing, the Indemnified Party shall have the right, exercisable in its sole discretion, to assume control of the defense of any Third Party Claim if (i) the Indemnifying Party advises such Indemnified Party in writing that the Indemnifying Party does not elect to defend, settle or expensescompromise such Third Party Claim, or (ii) the indemnifying party Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that the Indemnifying Party elects to undertake the defense thereof. (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 failed the right to assume defend, and be reimbursed for its reasonable cost and expense (but only if the defense Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified 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 claim defense and employ counsel reasonably satisfactory proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to such person. If such defense is not assumed by be sought hereunder, without the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its Indemnifying Party’s consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 9.4(c), and which 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 include as an unconditional term thereof result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the giving Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of the events that gave rise to such Direct Claim; provided, that failure to provide timely notice shall not affect the Indemnified Party’s indemnification hereunder, except to the extent that the Indemnifying Party is actually materially prejudiced by such delay or omission. Such notice by the relevant third party Indemnified Party will describe the Direct Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of Losses 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 each indemnified party a release of all liability respond in respect of 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.

Procedures. Any (a) A party entitled seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss, claim, demand or Action made or commenced by any person against the Indemnified Party (a “Third Party Claim”) shall deliver written notice (a “Claim Notice”) in respect thereof to indemnification hereunder the Holder Representative, on behalf of the Holders, or to Parent, as applicable (the “Indemnifying Party”), with reasonable promptness after receipt by such Indemnified Party of written notice of the Third Party Claim, and shall give prompt provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, or any delay in providing such written notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure or such Claim Notice is not delivered on or prior to the expiration of the applicable survival period. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim that is exclusively for civil monetary damages at law pursuant to the terms of this Agreement (and, at Parent’s request, demonstrates the wherewithal of the Indemnifying Party to satisfy any such reasonably expected potential Losses, which may be by recourse to the Escrow Fund), the Indemnifying Party shall have the right, upon written notice to the indemnifying party Indemnified Party within 15 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any third party Third Party Claim for equitable or injunctive relief, any claim with respect that would impose criminal liability or damages, or any Third Party Claim that relates to which it seeks indemnification (failure to do so Taxes other than solely Pre-Closing Taxes, and the Indemnified Party shall not preclude such party’s have the right to indemnification if such failure does not materially prejudice defend, at the indemnifying party, and if such failure does materially prejudice expense of the indemnifying party, then the indemnified party’s rights shall only be diminished Indemnifying Party (to the extent of the prejudiceLosses resulting from such Third Party Claim are indemnifiable under Section 8.2), any such Third Party Claim. The Indemnifying Party shall be liable for the fees and permit such indemnifying party 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 Third Party Claim within the time period and otherwise in accordance with counsel the first sentence of this Section 8.4(b), the Indemnified Party shall have the right to assume the defense of such Third Party Claim. The Indemnified Party shall reasonably satisfactory consult with the Indemnifying Party prior to the indemnified partysettlement of any such Third Party Claim and discuss with the Indemnifying Party in good faith any input regarding the claim and potential settlement the Indemnifying Party may have prior to any settlement (in each case, to the extent the terms thereof are not subject to a confidentiality agreement with the claimant). After such consultation (or in the event that the Indemnified Party is prohibited from consulting or the Indemnifying Party elects not to consult with the Indemnified Party), subject to Schedule 8.2(g), the Indemnified Party shall have the right to settle any such claim, even if the terms thereof are inconsistent with those proposed or advocated by the Indemnifying Party; provided that provided, however, that, except with the prior written consent of the Indemnifying Party, no settlement of any person entitled such claim or consent to indemnification hereunder entry of any judgment with respect to such Third-Party Claim shall alone be determinative of the validity or amount of the Third-Party Claim as an indemnifiable claim. If the Indemnifying Party consents to the general economic terms of such settlement, the settlement of any such Third Party Claim shall be determinative of the amount of any claim for Losses and neither the Holder Representative nor any Holder shall have any power or authority to object under any provision of this Article VIII to the settlement or the amount of any claim for Losses by Parent against the Escrow Fund or otherwise with respect to such settlement to the extent the amount of Losses claimed are consistent with the terms of such settlement. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of such indemnified person the Indemnified Party unless (i) the indemnifying party has agreed to pay employment of such fees or expensescounsel shall have been specifically authorized in writing by the Indemnifying Party, or (ii) the indemnifying party named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have failed been 76 advised by such counsel that there are one or more legal defenses available to assume it that are different from or additional to those available to the Indemnifying Party, or (iii) the Indemnifying Party is not defending such Third Party Claim diligently in good faith. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such claim defense and employ counsel 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 satisfactory to such personrequired by the Indemnifying Party. If such the Indemnifying Party assumes the defense is not assumed by the indemnifying partyof any Third Party Claim, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent Indemnifying Party shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim not, without the prior written consent of the indemnified partyIndemnified Party, which enter into any settlement or compromise or consent shall not be unreasonably withheld to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or delayedjudgment (A) involves a finding or admission of wrongdoing, and which (B) does not include as an unconditional term thereof the giving written release by the relevant third party to each indemnified party a release claimant or plaintiff of the Indemnified Party from all liability in respect of such claimThird Party Claim without the requirement of any compensation or payment by the Indemnified Party, (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder, or (D) would result in any increase in Taxes of Parent, the Surviving Company or any of their Subsidiaries or Affiliates. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII. If the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (d) The indemnification required hereunder shall be made by prompt payment by the Escrow Agent in accordance with the Escrow Agreement (to the extent of any amounts then held in the Escrow Fund, if applicable) or by the Indemnifying Party (to the extent of any amounts not then held in the Escrow Fund, if applicable) of the amount of actual Losses incurred in connection therewith, together with interest on any amount not paid as necessary to the Indemnified Party by the Escrow Agent or the Indemnifying Party, as applicable, within five Business Days after receipt of written notice of such Losses, from the date such Losses have 77 been notified to the Indemnifying Party. Amounts to be paid under this Article VIII shall bear interest at a rate equal to the rate of interest from time to time announced publicly by The Wall Street Journal as its prime rate, calculated on the basis of a year of 365 days and the number of days elapsed. (e) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (f) Notwithstanding the provisions of Section 10.10, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere.

Procedures. Any party (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification hereunder provided for under this Agreement 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”), such Indemnified Party shall give prompt deliver notice thereof to the 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 reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not 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, upon written notice to the indemnifying party Indemnified Party within thirty (30) days of any third party claim receipt of notice from the Indemnified Party of the commencement of such Third Party Claim that is exclusively for civil monetary damages at law, to assume the defense thereof at the expense of the Indemnifying Party with respect counsel selected by the Indemnifying Party and reasonably satisfactory to which it seeks indemnification (failure to do so the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not preclude such party’s right to indemnification if such failure does not materially prejudice the indemnifying party, and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the prejudice), and permit such indemnifying party entitled to assume the defense of (x) any Third Party Claim for equitable or injunctive relief, (y) any Third Party Claim that would result in the imposition of an Order that could materially restrict or adversely affect the future activity or conduct of the Indemnified Party or its Affiliates, or (z) any Third Party Claim that would impose criminal Liability or damages, and, in each such claim with case, the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. The Indemnifying Party shall be liable for the fees and expenses of counsel reasonably satisfactory employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the indemnified party; provided that any person entitled to indemnification hereunder defense thereof. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claimthereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that if in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such indemnified person unless Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (not to be unreasonably withheld), enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) the indemnifying party has agreed to pay such fees involves a finding or expensesadmission of wrongdoing, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). No indemnifying party shall consent to any settlement of a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, and which does not include as an unconditional term thereof the giving written release by the relevant third party to each indemnified party a release claimant or plaintiff of the Indemnified Party from all liability 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 indemnified hereunder. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (not to be unreasonably withheld). Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to control any claim relating to Taxes of the Indemnified Party for any period ending after the Closing Date and shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the Liability of the Indemnified Party for Taxes for any period after the Closing Date, without the prior written consent of the Indemnified Party (not to be unreasonably withheld); provided, however, that the Indemnifying Party shall have the right to employ separate counsel and to participate in any such claim to the extent relating to Taxes for which is could be liable under this Agreement, and the Indemnified Party shall not settle, compromise or discharge, or offer to settle, compromise or discharge, any such claim without the Indemnifying Party’s prior written consent (not to be unreasonably withheld). (c) The Indemnifying Party shall not be entitled to require that any Action be made or brought against any other Person before Action is brought against it hereunder by the Indemnified Party. (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 claim promptly to the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII. If the Indemnifying Party does not notify the Indemnified Party within twenty (20) Business Days following its receipt of such notice that the Indemnifying Party disputes its Liability to the Indemnified Party hereunder, 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 pay the amount of such Liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference.