Common use of Third Party Claims Procedures Clause in Contracts

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will 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 Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemnitee.

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any Person other than a party hereto shall assert a claim or of the commencement of any claim(each, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claim") against or with respect to which a party entitled to indemnification pursuant to this Agreement (the "Indemnified Party"), then such Indemnified Party shall notify the party from whom indemnification is to be sought from an (the "Indemnifying Party, ") in writing of the Indemnitee will give Third Party Claim within a reasonable time after receipt by such Indemnifying Indemnified Party reasonably prompt of written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party Claim; provided, however, that a the failure to give timely such notice will shall not affect relieve the rights or Indemnifying Party of its obligations of any Indemnitee hereunder except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will 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 Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability is prejudiced by such failure to the Indemnitee with respect to all material elements of such claimgive notice. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will The notice (i) cooperate in all shall state (with reasonable respects with specificity) the Indemnifying Party in connection with such defensebasis on which indemnification is being asserted, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without shall set forth the Indemnifying Party's prior written consent amount of Damages for which indemnification is being asserted and (iii) agree to any settlementin the case of third party claims, compromise or discharge shall be accompanied by copies of a Third Party Claim which all relevant pleadings, demands and other papers served on the Indemnified Party. Each Indemnifying Party may recommend and which by shall, at its terms obligates own expense, have the Indemnifying Party right to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from the Indemnitee shall be entitled to participate Indemnified Party all necessary and reasonable cooperation in (said defense including, but not control) limited to, the services of employees of the Indemnified Party who are familiar with the transactions out of which any such defense with its own counsel at its own expenseThird Party Claim may have arisen. If the The Indemnifying Party does not assume shall have the right to control the defense of any such Third Party Claim, Claim unless it is relieved of its liability hereunder by the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written requestIndemnified Party. Anything contained in this Agreement to the contrary notwithstanding, no The Indemnifying Party shall be entitled have the right, at its option, and, unless so relieved, to assume the defense of compromise or defend, at its own expense by its own counsel, any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnitee whichIndemnified Party without such party's written consent. In the event that the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, if successfulit shall promptly notify the Indemnified Party of its intention to do so, would materially adversely affect and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the business Indemnified Party is unconditionally released from liability therefor. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely action to defend a Third Party Claim, the Indemnified Party shall have the right to defend the same by counsel of its own choosing, but at the cost and expense of the IndemniteeIndemnifying Party. In the event that the Indemnified Party defends a Third Party Claim, it shall not compromise any such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed.

Third Party Claims Procedures. The obligations of the parties provided for under Sections 8.1 and 8.2 hereof in respect of any CREC Claims or Shareholder Party Claims, as the case may be ("Claims"), made or asserted by a third party ("Third-Party Claims") shall be performed in accordance with the following procedures: (a) If any Indemnitee receives Each Person entitled to indemnification under Section 8.1 or 8.2 hereof (each, an "Indemnified Party") shall give the party or parties from whom it is seeking indemnification hereunder (collectively, the "Indemnifying Party") written notice of as promptly as reasonably practicable after the written assertion of any claim Third-Party Claim or of the commencement of any claim, action, suit or proceeding made in respect thereof; provided, however, that, if an Indemnified Party fails to give Indemnifying Party written notice as provided herein, Indemnifying Party shall only be relieved of its obligations under this Article VIII in respect of such Third-Party Claim if and to the extent that the Indemnifying Party is materially prejudiced thereby (whether as a result of the forfeiture of substantive defenses or brought by any person who is not a Party or an Affiliate otherwise). (b) Promptly after receipt of written notice of a Third-Party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying PartyClaim as contemplated by Section 8.3(a), the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereofshall (or, but in any event not later than 20 Business Days after the Indemnitee's receipt case of notice the Shareholder Parties, may in their sole discretion elect to) assume the defense of such Third Third-Party ClaimClaim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, (i) if the Indemnifying Party was actually prejudiced. Such fails, within a reasonable time after receipt of written notice shall describe the nature of the Third such Third-Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so choosesClaim, to assume the defense thereof with counsel selected by -50- 57 reasonably satisfactory to the Indemnified Party, the Indemnified Party shall have the right to undertake the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account and risk of the Indemnifying Party; provided, however, that such counsel is not reasonably objected subject to by the Indemnitee; and provided further that right of the Indemnifying Party first admits in writing (upon notifying the Indemnified Party of its liability election to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect do so) to assume the defense of a Third such Third-Party Claim, the Indemnifying Party will not be liable Claim with counsel reasonably satisfactory to the Indemnitee for Indemnified Party at any legal expenses subsequently incurred by time prior to the Indemnitee settlement, compromise, judgment or other final determination thereof, (ii) if in connection with the defense thereof. If reasonable judgment of the Indemnifying Indemnified Party elects to assume a direct or indirect conflict of interest exists between the defense of a Third Indemnified Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with and the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third of the Third-Party Claim without or any other fact, condition or circumstance exists such that the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount assumption of the liability in connection with defense of such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event by the Indemnifying Party shall assume would materially and adversely affect the defense of any Third Party ClaimIndemnified Party, the Indemnitee Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving upon written notice to the Indemnifying Party of its election to do so) have the terms right to undertake the defense, compromise and settlement of such Third-Party Claim on behalf of and for the proposed settlement account and risk of the Indemnifying Party will promptly reimburse (it being understood and agreed that the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall not be entitled to assume the defense of any Third such Third-Party Claim), (iii) if the Indemnified Party in its sole discretion so elects, it shall be entitled to employ separate counsel and to participate in the defense of such Third-Party Claim if such Third (and the Indemnifying Party Claim seeks shall cooperate with the Indemnified Party so as to allow it to participate in the defense thereof), but the fees and expenses of counsel so employed shall (except as otherwise contemplated by clauses (i) and (ii) above) be borne solely by the Indemnified Party and (iv) the Indemnifying Party shall not (A) settle or compromise any Third-Party Claim, or consent to the entry of any judgment relating thereto, that does not include as an orderunconditional term thereof the grant by the claimant or plaintiff to each Indemnified Party of a release from any and all liability in respect thereof or (B) settle or compromise any Third-Party Claim, injunction or other equitable relief or relief for other than monetary damages against consent to the Indemnitee whichentry of any judgment relating thereto, if successful, that would materially and adversely affect the business Indemnified Party other than as a result of money damages or other money payments to be fully paid by the Indemnifying Party, without the prior written consent of the IndemniteeIndemnified Party.

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party ClaimTHIRD PARTY CLAIM") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 ten (10) Business Days after the Indemnitee's receipt of notice of such Third Party Claim; providedPROVIDED, howeverHOWEVER, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will 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; providedPROVIDED, howeverHOWEVER, that such counsel is not reasonably objected to by the Indemnitee; and provided further PROVIDED FURTHER that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemnitee.

Third Party Claims Procedures. (a) If any Indemnitee indemnified party receives notice of the assertion of any claim or of claim, the commencement of any claimsuit, actionaction or proceeding, or proceeding made the imposition of any penalty or brought assessment, by any person who is not a Third Party or an Affiliate in respect of a Party which indemnity may be sought hereunder (a "“Third Party Claim"”), and the indemnified party intends to seek indemnity hereunder, then the indemnified party shall promptly provide the indemnifying party with written notice of the Third Party Claim (provided that any delay in providing such notice shall not relieve the indemnifying party of any indemnification responsibility under this Section 11 except to the extent (and only to the extent) that the indemnifying party demonstrates that such delay materially and actually prejudices the indemnifying party. Any such notice shall, with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party Claim; provided, howeverspecify in reasonable detail, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent thatthen known, as a result the nature of the Losses suffered and the facts giving rise to the claim. (b) The indemnifying party shall have 30 days after receipt of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe (or sooner if the nature of the Third Party Claim in reasonable detail and will indicate so requires) to elect to control the estimated amountdefense, if practicable, compromise or settlement of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemniteewith its own counsel at the indemnifying party’s expense; provided that in order to invoke such control right, the Indemnifying Party will 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 Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate the indemnified party must not be reasonably expected to be liable for Losses materially in all reasonable respects with excess of amounts reasonably expected to be received from the Indemnifying Party in connection with such defense, indemnifying party and (ii) such proceeding must involve only monetary damages and must not seek an injunction or equitable relief against the indemnified party; provided further, that no indemnifying party shall consent to the entry of any judgment or admit any liability with respect to, or settle, compromise or discharge, any such Third Party Claim Claim, without the Indemnifying Party's prior written consent and (iiisuch consent not to be unreasonably withheld, conditioned or delayed) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection applicable indemnified party unless (i) the terms of such settlement contain a complete and unconditional release of such indemnified party with respect to such Third Party Claim and releases (ii) such settlement is solely on monetary terms and does not result in any financial or other obligation of the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of indemnified party (other than standard provisions related to confidentiality and any Third Party Claim, the Indemnitee immaterial or administrative terms). (c) The indemnified party shall be entitled to participate in (but not control) such the defense by the indemnifying party of any Third Party Claim with its the indemnified party’s own counsel at its own expense; provided, however, that the indemnifying party shall pay such expenses if such indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to the indemnified party which are not available to such indemnifying party, or if available to such indemnifying party the assertion of which would be adverse to or in conflict with the interests of the indemnified party. (d) In the event that the indemnifying party does not undertake the defense, compromise or settlement of a Third Party Claim (or could not elect to do so because the claim relates to or arises in connection with any criminal or quasi-criminal matter or the claim seeks or is likely to seek an injunction or other equitable relief against the indemnified party) within the time frame specified in Section 11.6(b), the indemnified party shall have the right to control the defense or settlement of such Third Party Claim (but in so electing to control shall not have waived any rights to indemnification therefor hereunder) with counsel of its choosing at the expense of the indemnifying party. If the Indemnifying Party does not assume indemnified party assumes the defense of any such a Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice indemnified party shall not consent to the Indemnifying entry of any judgment, admit any liability with respect to, or 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), except if (x) the indemnified party is reasonably expected to be liable for Losses materially in excess of amounts reasonably expected to be received from the terms indemnifying party or (y) such settlement or compromise is in respect of a proceeding that seeks an injunction or equitable relief against the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written requestindemnified party. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party The indemnifying party shall be entitled (at the indemnifying party’s expense) to assume participate (but not control) in the defense of any Third Party Claim if with its own counsel in the case that it has not elected to undertake the defense thereof pursuant to Section 11.6(b). (e) In their defense, compromise or settlement of any Third Party Claim, the parties shall reasonably cooperate with each other. Such cooperation shall include the retention and the provision of reasonable access to the books, records and assets which evidence or support such Third Party Claim seeks an orderor the act, injunction omission or occurrence giving rise to such Third Party Claim and the right, upon prior notice, to interview any employee, agent or other equitable relief or relief representative related thereto. (f) With regard to Claims (including Third Party Claims) for other than monetary damages which indemnification is payable hereunder, such indemnification will be paid by the indemnifying party within five Business Days following the earliest to occur of (as applicable): (i) the resolution of the amount of Losses in connection with a Claim hereunder by an indemnifying party and the applicable indemnified parties, (ii) the entry of a judgment against the Indemnitee whichindemnified party and the expiration of any applicable appeal period or, if successfulearlier, would materially adversely affect 10 days prior to the business date that the judgment creditor has the right to execute the judgment; (iii) the entry of a non-appealable judgment or final appellate decision against the indemnified party; (iv) with respect to a Third Party Claim, a settlement of the IndemniteeThird Party Claim; or (v) with respect to indemnities for any Liability for Taxes, a “determination” within the meaning of Section 1313(a) of the Code or an analogous provision of state, local or foreign Law.

Third Party Claims Procedures. (a) If any Indemnitee receives Upon receipt by an Indemnified Party of a notice of the assertion of any claim or of the commencement of any action, suit, proceedings, claim, action, demand or proceeding assessment made or brought by any person who is not a Party or an Affiliate of a Party unaffiliated third party (a "Third Party Claim") with respect to a matter for which indemnification such Indemnified Party is indemnified under this Section 12 which has or is expected to be sought give rise to a claim for Losses, the Indemnified Party shall timely provide the Indemnifying Party with an Administration Notice, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to provide an Administration Notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Upon receipt of an Administration Notice of a Third Party Claim from an Indemnifying Indemnified Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice shall timely elect, by providing an Administration Notice to the Indemnified Party, at the Indemnifying Party's option, to assume and control the defense thereof, but at its own expense and by its own counsel. If the Indemnifying Party shall undertake to compromise or settle any such Third Party Claim, it shall promptly so notify the Indemnified Party, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not compromise or settle, or admit any event liability with respect to, any such Third Party Claim, without the prior written consent of the Indemnified Party (which consent will not later than 20 Business Days after be unreasonably withheld or delayed), unless the Indemniteerelief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases each relevant Indemnified Party from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (A) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (B) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's receipt expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of notice any Third Party Claim subject to this Section 12, including by providing the other with (i) information regarding all developments relating to any such Third Party Claims, and (ii) provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party's cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party receiving such Administration Notice of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party's expense, to defend such Third Party Claim; provided, however, that a failure to give timely notice will the Indemnified Party shall not affect the rights settle, compromise or obligations of any Indemnitee except ifdischarge, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will 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 Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any such Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and (which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall consent will not be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim unreasonably withheld or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemniteedelayed).

Third Party Claims Procedures. (a) If any Indemnitee Indemnified Party receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party party or an Affiliate of a Party party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee Indemnified Party will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 10 Business Days after the IndemniteeIndemnified Party's receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee Indemnified Party except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually materially prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, practicable of the Indemnifiable Loss that has been or may be sustained by the IndemniteeIndemnified Party. (b) If a Third Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will 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 IndemniteeIndemnified Party; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee Indemnified Party with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee Indemnified Party for any legal expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee Indemnified Party will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee Indemnified Party completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee Indemnified Party upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee Indemnified Party which, if successful, would materially adversely affect the business of the IndemniteeIndemnified Party.

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person Person who is not a Party or an Affiliate of a Party (a "“Third Party Claim"”) with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 ten (10) Business Days after the Indemnitee's ’s receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will 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 Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's ’s prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which that the Indemnifying Party may recommend and which that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee whichthat, if successful, would materially and adversely affect the business of the Indemnitee.

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claimclaim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the IndemniteeIndemnity's receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will 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 Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemnitee.

Third Party Claims Procedures. (a) If any Indemnitee receives third party asserts a Claim (a “Third Party Claim”) against an Indemnified Party that could reasonably be expected to give rise to a right on the part of the Indemnified Party to indemnification under this Article XI, the Indemnified Party shall give notice of such Third-Party Claim to the Indemnifying Party as soon as practicable (but in no event later than fifteen (15) Business Days after receiving written notice of such Third-Party Claim or otherwise acquiring actual knowledge of the assertion of any claim or of thereof), and the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after shall have the Indemnitee's receipt of notice right to assume the defense of such Third Third-Party Claim and may employ counsel reasonably satisfactory to the Indemnified Party to represent or defend against such Third-Party Claim; provided, however, that a the failure to give timely notice so notify the Indemnifying Party will not affect relieve the rights or obligations of Indemnifying Party from any Indemnitee liability that the Indemnifying Party may have hereunder with respect to such Third-Party Claim, except if, and only to the extent that, that the Indemnifying Party is prejudiced as a result of such failure, including where the failure to so notify the Indemnifying Party was actually prejudicedresults in Losses to the Indemnifying Party or the forfeiture of substantive rights or defenses that would otherwise be available in the defense of such Third-Party Claim. Such notice shall describe If the nature of Indemnifying Party elects not to assume the Third defense or fails to assume the defense in a timely manner, then the Indemnified Party may employ counsel reasonably satisfactory to the Indemnifying Party to represent or defend it against any such Third-Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in pay the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Partyreasonable fees and disbursements of such counsel; provided, however, that such counsel is not reasonably objected to by the Indemnitee; and provided further that the Indemnifying Indemnified Party first admits in writing its liability to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claimshall not, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, Legal Proceeding or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount separate but substantially similar Legal Proceedings arising out of the liability same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Persons, except to the extent that local counsel, in connection with addition to its regular counsel, is required in order to effectively defend against such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expenseLegal Proceeding. If the Indemnifying Party does not assume the defense of any such Third a Third-Party Claim, the Indemnitee may defend Indemnified Party shall have the same right to participate in the defense of such manner as it may deem appropriateThird-Party Claim at its expense. If the Indemnified Party retains its own counsel, including settling such claim or litigation after giving notice to the Indemnifying Party of shall reasonably cooperate in providing information to and consulting with the terms of Indemnified Party about the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemnitee.Third-Party

Third Party Claims Procedures. (a) If any Indemnitee indemnified party receives notice of the assertion of any claim or of claim, the commencement of any claimsuit, actionaction or proceeding, or proceeding made the imposition of any penalty or brought assessment by any person who is not a Third Party or an Affiliate in respect of a Party which indemnity may be sought hereunder (a "“Third Party Claim") ”), and the indemnified party intends to seek indemnity hereunder, then the indemnified party shall promptly provide the indemnifying party with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after of the Indemnitee's receipt of notice of such Third Party Claim; providedClaim (provided that any delay in providing such notice shall not relieve the indemnifying party of any indemnification responsibility under this Section 10 except to the extent, howeverif any, that a failure to give timely notice will not affect such delay materially and actually prejudices the rights or obligations of any Indemnitee except if, indemnifying party and then only to the extent that, as a result of such failureprejudice). Any such notice shall, with respect to any such claim, specify in reasonable detail, to the extent then known, the Indemnifying Party was actually prejudiced. Such nature of the Losses suffered and the facts giving rise to the claim. (b) The indemnifying party shall have 30 days after receipt of such notice shall describe (or sooner if the nature of the Third Party Claim in reasonable detail and will indicate so requires) to elect to control the estimated amountdefense, if practicable, compromise or settlement of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, with its own counsel at the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Partyindemnifying party’s expense; provided, however, provided that such counsel is not reasonably objected to by the Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate the indemnifying party shall have acknowledged in all reasonable respects writing such indemnifying party’s obligation to fully indemnify the indemnified party for such proceeding in accordance with the Indemnifying Party in connection with such defensethis Agreement, (ii) the indemnified party is not reasonably expected to be liable for Losses materially in excess of amounts reasonably expected to be received from the indemnifying party and (iii) such proceeding involves only monetary damages and does not seek an injunction or equitable relief against the indemnified party; provided, further, that no indemnifying party shall consent to the entry of any judgment or admit any liability with respect to, or settle, compromise or discharge, any such Third Party Claim Claim, without the Indemnifying Party's prior written consent and (iiisuch consent not to be unreasonably withheld, conditioned or delayed) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection applicable indemnified party unless (i) the terms of such settlement contain a complete and unconditional release of such indemnified party with respect to such Third Party Claim and releases (ii) such settlement is solely on monetary terms and does not result in any financial or other obligation of the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of indemnified party (other than standard provisions related to confidentiality and any Third Party Claim, the Indemnitee immaterial or administrative terms). (c) The indemnified party shall be entitled to participate in (but not control) such the defense by the indemnifying party of any Third Party Claim with its own counsel at its own expense; provided, however, that the indemnifying party shall pay such expenses if such indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to the indemnified party which are not available to such indemnifying party, or if available to such indemnifying party the assertion of which would be adverse to or in conflict with the interests of the indemnified party. (d) In the event that the indemnifying party does not undertake the defense, compromise or settlement of a Third Party Claim (or could not elect to do so because the claim relates to or arises in connection with any criminal or quasi-criminal matter or the claim seeks or is likely to seek an injunction or other equitable relief against the indemnified party) within the time frame specified in Section 10.6(b), the indemnified party shall have the right to control the defense or settlement of such Third Party Claim (but shall not have waived any rights to indemnification therefore hereunder) with counsel of its choosing at the expense of the indemnifying party. If the Indemnifying Party does not assume indemnified party assumes the defense of any such a Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice indemnified party shall not consent to the Indemnifying entry of any judgment, admit any liability with respect to, or 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), except if (x) the indemnified party is reasonably expected to be liable for Losses materially in excess of amounts reasonably expected to be received from the terms indemnifying party or (y) such settlement or compromise is in respect of a proceeding that seeks an injunction or equitable relief against the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written requestindemnified party. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party The indemnifying party shall be entitled (at the indemnifying party’s expense) to assume participate (but not control) in the defense of any Third Party Claim if with its own counsel in the case that it has not elected to undertake the defense thereof pursuant to Section 10.6(b). (e) In their defense, compromise or settlement of any Third Party Claim, the parties shall reasonably cooperate with each other. Such cooperation shall include the retention and the provision of reasonable access to the books, records and assets which evidence or support such Third Party Claim seeks an orderor the act, injunction omission or occurrence giving rise to such Third Party Claim and the right, upon prior notice, to interview any employee, agent or other equitable relief or relief representative related thereto. (f) With regard to Claims (including Third Party Claims) for other than monetary damages which indemnification is payable hereunder, such indemnification will be paid by the indemnifying party within five Business Days following the earliest to occur of (as applicable) (the “Payment Due Date”): (i) the resolution of the amount of Losses in connection with a Claim hereunder by an indemnifying party and the applicable indemnified parties, (ii) the entry of a judgment against the Indemnitee whichindemnified party and the expiration of any applicable appeal period or, if successfulearlier, would materially adversely affect 10 days prior to the business date that the judgment creditor has the right to execute the judgment; (iii) the entry of a nonappealable judgment or final appellate decision against the indemnified party; (iv) with respect to a Third Party Claim, a settlement of the IndemniteeThird Party Claim; or (v) with respect to indemnities for any Liability for Taxes, a “determination” within the meaning of Section 1313(a) of the Code or an analogous provision of state, local or foreign Law. (g) Each of CFI and the Contributors acknowledge and agree that any action or determination to be made under this Section 10.6 by or on behalf of the Contributors or the Contributor Indemnified Parties shall be taken or made by CC, in its sole discretion, on behalf of the Contributors and the Contributor Indemnified Parties.

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any a claim or demand in respect of the commencement of which an Indemnified Person might seek indemnity is asserted against or sought to be collected from such Indemnified Person by a Person other than Seller or any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party Seller, Buyer or any Affiliate of Buyer (a "“Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party”), the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but Indemnified Person shall promptly (and in any event within two Business Days) notify the Indemnifying Person in writing of such claim or demand setting forth such claims in reasonable detail. The failure of the Indemnified Person to give the Indemnifying Person prompt notice as provided herein shall not later than 20 Business Days relieve the Indemnifying Person of any of its obligations under this ARTICLE 9, except to the extent that the Indemnifying Person is irreparably prejudiced by such failure. The Indemnifying Person shall have 30 days after the Indemnitee's receipt of such notice to undertake, conduct and control, through counsel of such Third Party Claimits own choosing (but reasonably satisfactory to the Indemnified Person) and at its own expense, the settlement or defense thereof, and the Indemnified Person shall cooperate with the Indemnifying Person in connection therewith; provided, however, that a failure to give timely notice will not affect the rights Indemnified Person may participate in such settlement or obligations of any Indemnitee except if, defense through counsel chosen by such Indemnified Person and only to the extent that, as a result fees and expenses of such failure, counsel shall be borne by such Indemnified Person unless (i) the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that employment thereof has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected specifically authorized by the Indemnifying Party; providedPerson in writing, howeveror (ii) the Indemnifying Person has after a reasonable time failed to employ counsel and to assume or to diligently continue to maintain such defense, that in each of which events the Indemnified Person may retain counsel which shall be reasonably satisfactory to the Indemnifying Person, and the Indemnifying Person shall pay the reasonable fees and expenses of such counsel is not reasonably objected to by for the Indemnitee; and provided further that Indemnified Person (but in no event shall the Indemnifying Party first admits in writing its liability Person be obligated to pay the Indemnitee with respect to fees and expenses of more than one firm for all material elements of such claimIndemnified Parties). Should So long as the Indemnifying Party so elect to assume the defense of a Third Party ClaimPerson is reasonably contesting any such claim in good faith, the Indemnified Person shall not pay or settle any such claim without the prior written consent of the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereofPerson. If the Indemnifying Party Person does not notify the Indemnified Person within 30 days after the receipt of the Indemnified Person’s notice of a claim of indemnity hereunder that it elects to assume undertake the defense of a Third Party Claimthereof (or does not fulfill its commitment to undertake such defense), the Indemnitee will (i) cooperate in all reasonable respects Indemnified Person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Person shall not, except with the Indemnifying Party in connection with prior written consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the Person asserting such defenseclaim to all Indemnified Parties (i.e., (iiSeller Indemnified Persons or Buyer Indemnified Persons, as the case may be) not admit any an unconditional release from all liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemniteeclaim.

Third Party Claims Procedures. (a) If any Indemnitee receives notice of Following the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such a Third Party Claim, the party receiving the notice of the Third Party Claim shall promptly (i) notify the other party of its existence setting forth with reasonable specificity the facts and circumstances of which such party has received notice and (ii) if the party giving such notice is an Indemnified Party, specifying the legal and factual basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted; provided, however, provided that a the failure to give timely notice will not affect so notify the rights or obligations of any Indemnitee except Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim only if, and only to the extent that, as a result of such failure, failure to so notify the Indemnifying Party was actually prejudiced. Such notice shall describe results in (x) the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained forfeiture by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled of rights and defenses otherwise available 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 Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all such claim or (y) actual material elements of prejudice to the Indemnifying Party with respect to such claim. Should the The Indemnifying Party so elect shall have the right, upon written notice delivered to assume the defense Indemnified Party within thirty (30) days following its receipt of notice of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred extent permitted by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects applicable Law, to assume the defense of a such Third Party Claim, including the Indemnitee will (i) cooperate in all reasonable respects with employment of counsel reasonably satisfactory to the Indemnifying Party in connection with Indemnified Party, and shall be solely responsible for the payment of the fees and disbursements of such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying counsel. The Indemnified Party may recommend and which by its terms obligates the Indemnifying Party take any actions reasonably necessary to pay the full amount of the liability in connection with defend such Third Party Claim and releases after it notifies the Indemnitee completely Indemnifying Party of such Third Party Claim prior to the time that it receives notice from the Indemnifying Party of its election in connection accordance with the preceding sentence to assume the defense of such Third Party Claim. In the event event, however, that the Indemnifying Party shall declines or fails or is not entitled hereunder to assume the defense of any the Third Party Claim, the Indemnitee shall be entitled Claim as provided herein or to participate in (but not control) such defense with its own employ counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice reasonably satisfactory to the Indemnifying Party of Indemnified Party, in either case within such thirty (30) day period, then the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Indemnified Party shall be entitled to assume and control such defense and, for the avoidance of doubt, any Damages in respect of such Third Party Claim shall include the reasonable and documented fees and disbursements of counsel for the Indemnified Party as incurred. If the Indemnified Party in good faith determines that the Third Party Claim involves an issue or matter which could reasonably have a material adverse effect on the Business or the assets of the Indemnified Party, the Indemnified Party shall have the right at all times to take over and control the defense, settlement, negotiation or litigation relating to any such Third Party Claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. (b) In any Third Party Claim for which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its own counsel at such party’s own expense; provided that the Indemnifying Party shall pay the fees and expenses of such separate counsel if (i) the employment of separate counsel shall have been authorized in writing by the Indemnifying Party in connection with the defense of such claim, (ii) the Indemnified Party shall have been advised by counsel that there may be defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party or (iii) the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel. (c) The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the other Party reasonably apprised of the status of the defense of any Third matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (d) No Indemnified Party Claim if may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed). No Indemnifying Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed), unless such Third settlement, compromise or consent (x) includes, as a condition of such settlement, compromise or consent, a complete and unconditional release of each Indemnified Party Claim seeks an from any and all liability arising out of such claim, (y) does not contain any finding, admission or statement suggesting any wrongdoing, violation of Law, or liability on behalf of the Indemnified Party and (z) does not contain any equitable order, injunction judgment or other equitable relief term that in any manner affects, restrains or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect interferes with the business of the IndemniteeIndemnified Party or otherwise encumbers any of the assets of the Indemnified Party.

Third Party Claims Procedures. (a) If In the event that any Indemnitee receives notice of the assertion of any action, suit, claim or of the commencement of any claim, action, or proceeding made or brought is commenced by any person who is not a Party or third party involving a claim for which a party required to provide indemnification hereunder (an Affiliate of "Indemnifying Party") may be liable to a Party party entitled to indemnification (an "Indemnified Party") hereunder (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party), the Indemnitee will give such Indemnified Party shall promptly notify the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice writing of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe Claim indicating the nature of such claim and the Third Party basis therefore (the "Claim in reasonable detail Notice") and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will 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 Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense thereof, including the employment of any Third counsel reasonably satisfactory to the Indemnified Party Claim, and the Indemnitee shall be entitled to participate payment of all fees and expenses incurred in (but not control) such connection with defense with its own counsel at its own expense. If thereof; provided that if the Indemnifying Party does not promptly take reasonable action to assume such defense, the Indemnified Party may lead the defense of such potentially indemnified claim and the Indemnifying Party shall be liable for all additional costs and expenses incurred by the Indemnified Party in connection therewith, provided further, that no failure of any Indemnified Party to give such Claim Notice and no delay on the part of the Indemnified Party in giving any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder except (and only) to the terms extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the proposed settlement Indemnifying Party. (b) An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party will promptly reimburse has agreed in writing to pay such fees and expenses; (ii) the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any Third such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party Claim and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Third Indemnified Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against notifies the Indemnitee which, if successful, would materially adversely affect Indemnifying Party in writing that it elects to employ separate counsel at the business expense of the IndemniteeIndemnifying Party, such counsel shall be at the expense of the Indemnifying Party). It being understood, however, that the Indemnifying Party shall not, in connection with any one such Proceeding, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, which firm shall be appointed by a majority of the Indemnified Parties; provided, however, that in the case a single firm of attorneys would be inappropriate due to actual or potential differing interests or conflicts between such Indemnified Parties and any other party represented by such counsel in such Proceeding or otherwise, then the Indemnifying Party shall be liable for the fees and expenses of one additional firm of attorneys with respect to such Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party (which in the event that the Indemnified Party is the Company shall include the written consent of NGPMR, not to be unreasonably withheld), effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless (A) such settlement includes a full and unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding, (B) does not contain any admission of wrongdoing or illegal conduct and (C) the Indemnifying Party has agreed in writing that it is liable to the Indemnified Party for an indemnification payment in respect of the full amount of the settlement.

Third Party Claims Procedures. (a) If any Indemnitee receives notice of The Operating Partnership shall promptly notify the assertion of any claim or Representatives in writing of the commencement of any claim, action, action or proceeding made or brought by any person who is not a Party or an Affiliate other assertion of a Party claim by a third party for which the Operating Partnership believes indemnification is provided for pursuant to Section 8.2(a) (a "Third Party Claim"as distinguished from any claims under Section 8.2(a) with respect which do not involve any third party, as to which the indemnification is to procedures set forth in this Section 8.2(b) shall be sought from an Indemnifying Party, inapplicable but the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but claims procedures set forth in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party ClaimSection 8.2(d) shall apply); provided, however, that a the failure of the Operating Partnership so to give timely notice will not affect notify the rights or obligations Representatives of the commencement of any Indemnitee except if, and only such action or such other claim shall not result in the forfeiture by the Operating Partnership of its right to recover for such claim from the Escrow Units in accordance with this Section 8.2 unless such failure is materially injurious to the extent thatability of the Representatives to defend any such action. If any such action is brought or claim is asserted against the Operating Partnership and the Representatives are so notified, then (subject to the right to dispute such claim as a result of such failuredescribed in Section 8.2(d)), the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amountRepresentatives, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with through counsel selected by the Indemnifying Party; provided, however, that such Representatives and reasonably acceptable to the Operating Partnership (and which counsel is not reasonably objected to shall be paid its reasonable fees and expenses by the Indemnitee; and provided further that Operating Partnership (which amounts shall be included in the Indemnifying Party first admits in writing its liability expenses subject to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party ClaimRepresentation and Warranty Indemnity, the Indemnifying Party will not be liable Disclosure Indemnity, the Landlord Estoppel Indemnity or the Transaction Indemnity, subject to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (ilimitations set forth herein) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume control the defense of any such Third Party Claimaction or claim; provided that the Representatives assume the defense of such matter (and notify the Operating Partnership accordingly) within fifteen (15) days of receiving notice of such matter; and provided further, that if the Operating Partnership reasonably concludes that there may be one or more legal defenses available to it that are different from or in addition to (and are inconsistent with) those available to the existing defendants, or that a conflict could reasonably be likely to exist between the Operating Partnership and any of the Partners, the Indemnitee Representatives shall not have the right to direct the defense of such action on behalf of the Operating Partnership and the Operating Partnership shall direct the defense of such matter through counsel reasonably satisfactory to the Representatives. The Operating Partnership shall have the right to employ its own counsel with respect to the action or claim, but the fees, expenses and other charges of such counsel shall be at its own expense unless (i) the Operating Partnership has been named as a defendant in any such matter and the Operating Partnership reasonably concludes that there may defend be one or more legal defenses available to it that are different from or in addition to (and are inconsistent with) those available to the existing defendants or that a conflict could reasonably be likely to exist between the Operating Partnership and any of the Partners, (ii) the Representatives do not have the right to direct the defense on behalf of the Operating Partnership in accordance with the prior sentence, or (iii) the retention of counsel by such party has been authorized in writing by the Representatives. It is understood that the Escrow Units shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be used for the fees, expenses and other charges of more than one separate firm admitted to practice in such manner as it jurisdiction at any one time for the Operating Partnership. The Representatives shall have the right to settle any matter for which indemnification may deem appropriatebe available pursuant to Section 8.2(a) without the consent of the Operating Partnership, including settling provided that (1) the settlement shall not include any admission of wrongdoing on the part of the Operating Partnership or impose my decree, restriction or liability on the Operating Partnership or its partners, and (ii) the settlement shall provide the Operating Partnership (and its subsidiaries and partners) with a release from all liability with respect to such matter. Further, the Representatives shall be required to obtain the consent of the Operating Partnership for the settlement of any matter for which indemnification is provided pursuant to Section 8.2(a) (which consent shall not be unreasonably withheld or delayed) if (A) the settlement or any related series of settlements would result in a draw equal to or in excess of $45,000 under the Escrow Agreement with respect to such claim (or litigation after giving notice related claims), or (B) a total of less than $575,000 is available to be drawn under the Indemnifying Party of Escrow Agreement with respect to any Vornado Loss and Expenses immediately prior to such settlement. If and only if the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled Representatives fail to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction action brought or other equitable relief or relief for other than monetary damages claim asserted against the Indemnitee whichOperating Partnership under this Section 8.2 in which it is entitled to do so, if successful, would materially adversely affect then the business Operating Partnership shall be entitled to settle such action or claim without the consent of the IndemniteeRepresentatives.

Third Party Claims Procedures. (a) If any Indemnitee receives notice of Vornado OP shall promptly notify the assertion of any claim or Representative in writing of the commencement of any claim, action, action or proceeding made or brought by any person who is not a Party or an Affiliate other assertion of a Party claim by a third party for which Vornado OP believes indemnification is provided for pursuant to Section 5.2(a) (a "Third Party Claim"as distinguished from any claims under Section 5.2(a) with respect which do not involve any third party, as to which the indemnification is to procedures set forth in this Section 5.2(b) shall be sought from an Indemnifying Party, inapplicable but the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but claims procedures set forth in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party ClaimSection 5.2(d) shall apply); provided, however, that a the failure of Vornado OP so to give timely notice will not affect notify the rights or obligations Representative of the commencement of any Indemnitee except if, and only such action or such other claim shall not result in the forfeiture by Vornado OP of its right to recover for such claim from the Escrow Units in accordance with this Section 5.2 unless such failure is materially injurious to the extent thatability of the Representative to defend any such action. If any such action is brought or claim is asserted against Vornado OP and the Representative is so notified, then (subject to the right to dispute such claim as a result of such failuredescribed in Section 5.2(d)), the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amountRepresentative, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with through counsel selected by the Indemnifying Party; provided, however, that such Representative and reasonably acceptable to Vornado OP (and which counsel is not reasonably objected to shall be paid its reasonable fees and expenses by Vornado OP (which amounts shall be included in the Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability expenses subject to the Indemnitee with respect to all material elements of such claim. Should Representation & Warranty Indemnity or the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable Disclosure Indemnity subject to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (ilimitations set forth herein)) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume control the defense of any such Third Party Claimaction or claim; provided that the Representative assumes the defense of such matter (and notifies Vornado OP accordingly) within fifteen (15) days of receiving notice of such matter; and provided further, that if Vornado OP reasonably concludes that there may be one or more legal defenses available to it that are different from or in addition to (and are inconsistent with) those available to the existing defendants, or that a conflict could reasonably be likely to exist between Vornado OP and any of the SCR Unitholders, the Indemnitee Representative will not have the right to direct the defense of such action on behalf of Vornado OP and Vornado OP shall direct the defense of such matter through counsel reasonably satisfactory to the Representative. Vornado OP will have the right to employ its own counsel with respect to the action or claim, but the fees, expenses and other charges of such counsel will be at its own expense unless (i) Vornado OP has been named as a defendant in any such matter and Vornado OP reasonably concludes that there may defend be one or more legal defenses available to it that are different from or in addition to (and are inconsistent with) those available to the existing defendants or that a conflict could reasonably be likely to exist between Vornado OP and any of the SCR Unitholders, (ii) the Representative does not have the right to direct the defense on behalf of Vornado OP in accordance with the prior sentence, or (iii) the retention of counsel by such party has been authorized in writing by the Representative. It is understood that the Escrow Units shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be used for the fees, expenses and other charges of more than one separate firm admitted to practice in such manner as it jurisdiction at any one time for Vornado OP. The Representative shall have the right to settle any matter for which indemnification may deem appropriatebe available pursuant to Section 5.2(a) without the consent of Vornado OP, including settling provided that (i) the settlement shall not include any admission of wrongdoing on the part of Vornado OP or impose any decree, restriction or liability on Vornado OP or its partners, and (ii) the settlement shall provide Vornado OP (and its subsidiaries and partners) with a release from all liability with respect to such matter. Further, the Representative shall be required to obtain the consent of Vornado OP for the settlement of any matter for which indemnification is provided pursuant to Section 5.2(a) (which consent shall not be unreasonably withheld or delayed) if (A) the settlement or any related series of settlements would result in a draw equal to or in excess of $2,000,000 under the Escrow Agreement with respect to such claim (or litigation after giving notice related claims), or (B) a total of less than $12,000,000 is available to be drawn under the Indemnifying Party of Escrow Agreement with respect to Representation & Warranty Loss and Expenses or Disclosure Loss and Expenses, as the terms of case may be, immediately prior to such settlement. If and only if the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled Representative fails to assume the defense of any Third Party Claim if action brought or claim asserted against Vornado OP under this Section 5.2 in which it is entitled to do so, then Vornado OP will be entitled to settle such Third Party Claim seeks an order, injunction action or other equitable relief or relief for other than monetary damages against claim without the Indemnitee which, if successful, would materially adversely affect the business consent of the IndemniteeRepresentative.

Third Party Claims Procedures. Any eligible Person may make a claim for indemnification under this Article VII (aan “Indemnified Party”) If any Indemnitee receives by notifying the indemnifying party (an “Indemnifying Party”) of the claim in writing promptly after receiving written notice of any Action against it (if by a third party), describing the assertion of any claim or of the commencement of any claim, actionthe amount thereof (if known and quantifiable and, or proceeding made or brought by any person who is if not known and quantifiable, a Party or an Affiliate of a Party (a "Third Party Claim"good faith estimate thereof) with respect and the basis thereof; provided that the failure to which indemnification is to be sought from so notify an Indemnifying Party, Party will not relieve the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after of its obligations hereunder except to the Indemnitee's receipt of notice of such Third Party Claim; provided, however, extent that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, (and only to the extent that, as a result of such failure, ) the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or materially prejudiced thereby. The Indemnifying Party may participate in the defense of such Action giving rise to an Indemnified Party’s claim for indemnification at such Indemnifying Party’s expense, and at its option may assume the defense thereof by appointing reputable counsel reasonably acceptable to the Indemnified Party to be sustained by the Indemnitee. (b) If a Third lead counsel in connection with such defense; provided that, prior to the Indemnifying Party Claim is made against an Indemnitee, assuming control of such defense it must first verify to the Indemnified Party in writing that such Indemnifying Party will be entitled fully responsible (with no reservation of any rights) for all Liabilities and obligations relating to such claim for indemnification and that (without regard to any dollar limitations otherwise set forth herein) it will provide indemnification to the Indemnified Party with respect to such Action giving rise to such claim for indemnification hereunder. The Indemnified Party may participate in the defense of such claim and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel will be borne by the Indemnified Party (other than any fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense). Neither the Indemnifying Party nor the Indemnified Party, whichever is controlling the defense, needs to obtain the prior written consent of the other if the settlement thereof and, if it so chooses, to assume involves only the defense thereof with counsel selected payment of money by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to but if the settlement involves anything other than the payment of money by the Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability to (including injunctive or equitable relief), then the Indemnitee party controlling the defense must obtain the prior written consent of the other party before entering into any such settlement; provided, that no settlement may be made unless such settlement expressly and unconditionally releases the Indemnified Party from all liabilities and obligations with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemniteeprejudice.

Third Party Claims Procedures. (ai) If any Indemnitee receives notice Notwithstanding anything to the contrary contained in this Article 10, Pre-Closing Tax Contests shall be exclusively governed by the provisions in Article 13. (ii) Except as set forth in clause (iv) below, if a third party claim is commenced, then the Seller has or the Purchaser has, as the case may be (the “Defense Provider”), a right to provide a defense to the Purchaser Indemnified Parties or the Seller Indemnified Parties, as the case may be (the “Defense Recipient”), concerning the third party claim for which the Defense Recipient has delivered a Claim Notice to the Defense Provider in accordance with this Article 10. The Defense Provider has the right to select counsel that will defend the Defense Recipient, subject to the Defense Recipient’s approval, not to be unreasonably withheld. The Defense Provider has the right to settle or compromise the third party claim, subject to the Defense Recipient’s approval, not to be unreasonably withheld; provided that no such consent shall be required if (A) the sole relief provided is monetary damages that are reimbursed to the Defense Recipient in full as Losses, (B) the settlement does not entail an admission of liability on the part the Defense Recipient, and (C) the settlement includes an unconditional release of the assertion of any claim Defense Recipient from all liability or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claim") Losses with respect to which indemnification is such third party claim. The Defense Recipient must reasonably cooperate with the Defense Provider and must timely inform and consult with the Defense Provider on all matters relating to the third party claim. If the Defense Provider fails, after exercising its right to provide a defense, to diligently pursue the defense of the Defense Recipient, such as, by failing to select counsel, then the Defense Recipient will have the right to defend itself and select counsel of its own choosing and to take actions in its best interests concerning the third party claim, and the Defense Recipient will not be sought required to cooperate with the Defense Provider concerning the exchange of information unless otherwise required by the other provisions of this Agreement. The Defense Provider, and not the Defense Recipient, will solely be responsible for payment of the fees and expenses of counsel provided by the Defense Provider, and the Defense Provider must pay that counsel’s fees and expenses when due, except that if the Defense Recipient unreasonably withholds approval from an Indemnifying Partythe Defense Provider concerning the Defense Provider’s right to settle or compromise the third party claim, then after the unreasonable withholding of approval, the Indemnitee Defense Recipient will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days solely be responsible for payment of the fees and expenses of that counsel incurred after the Indemnitee's receipt unreasonable withholding of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except ifapproval, and only to the extent that, as a result Defense Recipient must pay when due that counsel’s fees and expenses incurred after the unreasonable withholding of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemniteeapproval. (biii) If the Defense Provider provides a Third Party Claim is made against an Indemniteedefense under clause (ii), and a conflict of interest arises, the Indemnifying Party Defense Recipient will have a right to independent counsel to represent the Defense Recipient unless, at the time the Defense Recipient is informed that a possible conflict may arise or does exist, the Defense Recipient expressly waives, in writing, the Defense Recipient’s right to independent counsel. If the Defense Recipient has a right to independent counsel, the Defense Recipient has the right to select the independent counsel, subject to Defense Provider’s approval, not to be entitled to participate in unreasonably withheld. Where the defense thereof andDefense Recipient selects independent counsel under the provisions of this Section, if it so chooses, to assume both the defense thereof with counsel provided by the Defense Provider and independent counsel selected by the Indemnifying Party; providedDefense Recipient will be allowed to participate in all aspects of the third party claim. The Defense Recipient or the Defense Provider, howeveras the case may be, will not settle or compromise the third party claim without the other’s consent, not be unreasonably withheld. The Parties agree that such counsel must cooperate in the exchange of information in a manner that is consistent with each counsel’s ethical and legal obligation to the Defense Recipient. The Defense Provider, and not reasonably objected to the Defense Recipient, will solely be responsible for payment of the independent counsel’s fees and expenses and the Defense Provider must pay the independent counsel’s fees and expenses when due, except that if the Defense Recipient unreasonably withholds approval from the Defense Provider concerning the a proposal by the Indemnitee; and provided further that Defense Provider to settle or compromise the Indemnifying Party first admits in writing its liability to third party claim, then after the Indemnitee with respect to all material elements unreasonable withholding of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claimapproval, the Indemnifying Defense Recipient will solely be responsible for payment of the fees and expenses of the independent counsel incurred after the unreasonable withholding of approval, and the Defense Recipient must pay when due that independents counsel’s fees and expenses incurred after the unreasonable withholding of approval. (iv) If a Party will not that (A) would otherwise be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, Defense Recipient under clause (ii) not admit any liability with respect above, and (B) delivers a claim notice concerning a third party claim, provides notice of, and tenders the claim to, an insurance provider and the insurance provider agrees to indemnify and defend the Party (regardless of whether or settlenot the indemnification and defense is provided under a reservation of rights), compromise or dischargethen the defense and indemnity procedures under the applicable insurance policy will control, any Third and the Party Claim that has rights under the insurance policy will have the discretion to make all decisions reserved for the policyholder under the insurance policy, including the right to select independent counsel, if applicable, and to take actions in its own best interests without consideration for the Indemnifying Party's prior written consent and interests of the Person that would otherwise be the Defense Provider but for this clause (iiiiv). The Party that would otherwise be the Defense Provider but for this clause (iv) agree will reasonably cooperate with the Person that would otherwise be Defense Recipient but for this clause (iv) to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying enable that Party to pay comply with any obligations imposed on that Person under the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriateapplicable insurance policy, including settling such claim or litigation after giving notice any obligation to cooperate and provide information and materials to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemniteeinsurance provider.

Third Party Claims Procedures. Any claim which may form a ----------------------------- basis for indemnification hereunder (aan "Indemnity Claim") If by any Indemnitee receives an Indemnified --------------- Party shall be asserted and resolved as set forth in this Section 7.3. The Indemnified Party shall promptly, but in no event more than 15 Business Days following such Indemnified Party's receipt of, notice of, or actual knowledge of such claim, give written notice to the Indemnifying Party which notice shall state in reasonable detail the nature and basis of the assertion of any claim Indemnity Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the commencement final amount of any claim) and which notice, actionif applicable, or proceeding made or brought shall also have attached to it copies of all relevant documents received by any person who the Indemnified Party substantiating such Indemnity Claim (the "Claim Notice"). Failure of the Indemnified Party to give a Claim Notice as ------------ contemplated hereby shall not relieve the Indemnifying Party from liability for indemnification hereunder, except if and to the extent that the Indemnifying Party is not a actually prejudiced thereby. Thereafter, the Indemnified Party or an Affiliate of a Party (a "Third Party Claim") with respect shall deliver to which indemnification is to be sought from an the Indemnifying Party, on an ongoing basis promptly after the Indemnitee will give such Indemnified Party's receipt thereof, copies of all notices and documents received by the Indemnified Party relating to the Indemnity Claim, as the case may be. The Indemnifying Party reasonably prompt written notice thereofmay advise the Indemnified Party within 10 Business Days from its receipt of the Claim Notice that it will defend the Indemnified Party against such Third Party claim. Except as hereinafter provided, but in the event that the Indemnifying Party so notifies the Indemnified Party that it will defend the Indemnified Party against such Third Party claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. All costs and expenses incurred by the Indemnifying Party in defending the Third Party claim shall be paid by the Indemnifying Party. If an Indemnified Party desires to participate in any event such defense it may do so at its sole cost and expense; provided, that the Indemnified Party and its counsel shall comply -------- with all reasonable instructions from the Indemnifying Party. The Indemnifying Party shall not later than 20 Business Days after consent to the Indemnitee's receipt entry of notice any judgment or enter into any settlement in respect of a Third Party claim without the consent of the Indemnified Party, to the extent such judgment or settlement imposes a non-monetary obligation on the Indemnified Party or is not accompanied by a complete and unconditional release of the Indemnified Party in respect of such Third Party Claimclaim; provided, howeverthat the consent of the Indemnified Party shall not -------- be unreasonably withheld, that a failure to give timely notice will not affect the rights conditioned or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, delayed. If the Indemnifying Party was actually prejudiced. Such notice shall describe elects not to defend the nature of the Indemnified Party against such Third Party Claim in claim, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party may conduct the defense and the reasonable detail costs and will indicate expenses pertaining to such defense shall be the estimated amount, if practicable, liability of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in the defense thereof andhereunder. In any case, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is whether or not reasonably objected to by the Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability elects to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume control the defense of a Third Party Claimclaim, the Indemnifying Indemnified Party will shall not be liable consent to the Indemnitee for entry of any legal expenses subsequently incurred by the Indemnitee judgment or enter into any settlement in connection with the defense thereof. If the Indemnifying Party elects to assume the defense respect of a Third Party Claim, claim without the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without consent of the Indemnifying Party's prior written , and without such consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume not be obligated to indemnify the Indemnified Party hereunder in respect of the related Indemnity Claim; provided, that the consent of the Indemnifying Party shall not be -------- unreasonably withheld, conditioned or delayed. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any Third Party claim, the Indemnified Party will, as reasonably required, give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of the defense of any Third claim, each Party Claim, shall cooperate and provide the Indemnitee shall be entitled to participate other Party reasonable assistance in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemniteethereof.

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party Claim; provided, however, that a failure to give 53 timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will 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 Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemnitee.. 54

Third Party Claims Procedures. Any claim which may form a basis ----------------------------- for indemnification hereunder (aan "Indemnity Claim") If by any Indemnitee receives an Indemnified Party --------------- shall be asserted and resolved as set forth in this Section 10.3. The Indemnified Party shall promptly, but in no event more than 15 Business Days following such Indemnified Party's receipt of, notice of, or actual knowledge of such claim, give written notice to the Indemnifying Party which notice shall state in reasonable detail the nature and basis of the assertion of any claim Indemnity Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the commencement final amount of any claim) and which notice, actionif applicable, or proceeding made or brought shall also have attached to it copies of all relevant documents received by any person who the Indemnified Party substantiating such Indemnity Claim (the "Claim Notice"). Failure of the Indemnified Party to give a Claim Notice as ------------ contemplated hereby shall not relieve the Indemnifying Party from liability for indemnification hereunder, except if and to the extent that the Indemnifying Party is not a actually prejudiced thereby. Thereafter, the Indemnified Party or an Affiliate of a Party (a "Third Party Claim") with respect shall deliver to which indemnification is to be sought from an the Indemnifying Party, on an ongoing basis promptly after the Indemnitee will give such Indemnified Party's receipt thereof, copies of all notices and documents received by the Indemnified Party relating to the Indemnity Claim, as the case may be. The Indemnifying Party reasonably prompt written notice thereofmay advise the Indemnified Party within 10 Business Days from its receipt of the Claim Notice that it will defend the Indemnified Party against such Third Party claim. Except as hereinafter provided, but in the event that the Indemnifying Party so notifies the Indemnified Party that it will defend the Indemnified Party against such Third Party claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. All costs and expenses incurred by the Indemnifying Party in defending the Third Party claim shall be paid by the Indemnifying Party. If an Indemnified Party desires to participate in any event such defense it may do so at its sole cost and expense; provided, that the Indemnified Party and its counsel shall comply with all reasonable instructions from the Indemnifying Party. The Indemnifying Party shall not later than 20 Business Days after consent to the Indemnitee's receipt entry of notice any judgment or enter into any settlement in respect of a Third Party claim without the consent of the Indemnified Party, to the extent such judgment or settlement imposes a non-monetary obligation on the Indemnified Party or is not accompanied by a complete and unconditional release of the Indemnified Party in respect of such Third Party Claimclaim; provided, howeverthat the consent of the Indemnified Party shall not be unreasonably withheld, that a failure to give timely notice will not affect the rights conditioned or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, delayed. If the Indemnifying Party was actually prejudiced. Such notice shall describe elects not to defend the nature of the Indemnified Party against such Third Party Claim in claim, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party may conduct the defense and the reasonable detail costs and will indicate expenses pertaining to such defense shall be the estimated amount, if practicable, liability of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in the defense thereof andhereunder. In any case, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is whether or not reasonably objected to by the Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability elects to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume control the defense of a Third Party Claimclaim, the Indemnifying Indemnified Party will shall not be liable consent to the Indemnitee for entry of any legal expenses subsequently incurred by the Indemnitee judgment or enter into any settlement in connection with the defense thereof. If the Indemnifying Party elects to assume the defense respect of a Third Party Claim, claim without the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without consent of the Indemnifying Party's prior written , and without such consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume not be obligated to indemnify the Indemnified Party hereunder in respect of the related Indemnity Claim; provided, that the consent of the Indemnifying Party shall not be unreasonably withheld, conditioned or delayed. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any Third Party claim, the Indemnified Party will, as reasonably required, give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of the defense of any Third claim, each Party Claim, shall cooperate and provide the Indemnitee shall be entitled to participate other Party reasonable assistance in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemniteethereof.

Third Party Claims Procedures. (a) If any Indemnitee receives third party asserts a Claim (a “Third Party Claim”) against an Indemnified Party that could reasonably be expected to give rise to a right on the part of the Indemnified Party to indemnification under this Article XI, the Indemnified Party shall give notice of such Third-Party Claim to the Indemnifying Party as soon as reasonably practicable (but in no event later than 15 Business Days after receiving notice of such Third-Party Claim or otherwise acquiring actual knowledge of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party Claim); provided, however, that a the failure to give timely notice so notify the Indemnifying Party will not affect relieve the rights or obligations of Indemnifying Party from any Indemnitee liability that the Indemnifying Party may have hereunder with respect to such Third-Party Claim, except if, and only to the extent that, that the Indemnifying Party is materially prejudiced as a result of such failure, including where the failure to so notify the Indemnifying Party was actually prejudiced. Such notice shall describe results in Losses to the nature Indemnifying Party or the forfeiture of substantive rights or defenses that would otherwise be available in the Third defense of such Third-Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the IndemniteeClaim. (b) If In the event of a Third Third-Party Claim is made against an IndemniteeClaim, the Indemnifying Party will be entitled to participate in shall have the defense thereof and, if it so chooses, right to assume the defense thereof of such Third-Party Claim and shall retain counsel of its choice, reasonably acceptable to the relevant Indemnified Parties, to represent such Indemnified Parties in connection with counsel selected by such Legal Proceeding, in which case the Indemnifying PartyParty shall pay the Expenses of such counsel. The Indemnified Parties may participate, at their own expense and through legal counsel of their choice, in any such Legal Proceeding; provided, however, that such counsel is not reasonably objected to by the Indemnitee; and provided further that (i) the Indemnifying Party first admits in writing its liability shall have the right to the Indemnitee with respect to defend such Third-Party Claim by all material elements appropriate proceedings and, so long as it diligently pursues such defense, shall have full control of such claim. Should defense and such proceedings, and (ii) the Indemnified Parties and their counsel shall cooperate with the Indemnifying Party so elect and its counsel in connection with such Legal Proceeding. The Indemnifying Party shall not settle any such Legal Proceeding without the relevant Indemnified Parties’ prior written consent (which shall not be unreasonably withheld or delayed), unless the terms of such settlement provide for no relief other than the payment of monetary damages for which the relevant Indemnified Parties will be indemnified in full. (c) Notwithstanding the provisions of paragraph (b) above which grant to the Indemnifying Party the right to assume the defense of a Third Third-Party Claim, if (i) the Indemnifying Party elects not to assume the defense or fails to assume the defense in a timely manner, (ii) the Indemnifying Party and any Indemnified Party are both parties to or subjects of such Legal Proceeding and a conflict of interests exists between the Indemnifying Party and such Indemnified Party which has the potential of materially and adversely affecting the interests of the Indemnified Party in the defense of such Legal Proceeding or (iii) the Indemnified Party reasonably determines in good faith that the Indemnified Party or its Affiliates could be adversely affected in any material respect in such Legal Proceeding other than as a result of monetary damages, then the Indemnified Party may conduct its own defense and employ counsel reasonably satisfactory to the Indemnifying Party to represent or defend it against such Third-Party Claim, in which case the Indemnifying Party will pay the reasonable Expenses of such counsel; provided, however, that (A) it is expressly understood and agreed that Seller shall have the right to assume and conduct the Specified Legal Proceedings without regard to whether any of the exceptions contained in clauses (i) through (iii) above would be deemed to apply and (B) the Indemnified Party shall not, in connection with any Legal Proceeding or separate but substantially similar Legal Proceedings arising out of the same general allegations, be liable for the Expenses of more than one separate firm of attorneys at any time for all Indemnified Persons, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such Legal Proceeding. If the Indemnified Party retains its own counsel, the Indemnifying Party will not be liable shall reasonably cooperate in providing information to and consulting with the Indemnified Party about the Third-Party Claim. (d) Notwithstanding anything to the Indemnitee for contrary contained herein, in no event shall the Indemnified Party consent to the entry of judgment or enter into any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability settlement with respect to, or settle, compromise or discharge, any Third to a Third-Party Claim for which it is seeking indemnification without the prior written consent of the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemnitee.

Third Party Claims Procedures. (a) If In the event that any Indemnitee receives notice of the assertion of any action, suit, claim or of the commencement of any claim, action, or proceeding made or brought is commenced by any person who is not a Party or third party involving a claim for which a party required to provide indemnification hereunder (an Affiliate of “Indemnifying Party”) may be liable to a Party party entitled to indemnification (an “Indemnified Party”) hereunder (a "“Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party”), the Indemnitee will give such Indemnified Party shall promptly notify the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice writing of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe Claim indicating the nature of such claim and the Third Party basis therefore (the “Claim in reasonable detail Notice”) and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will 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 Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense thereof, including the employment of any Third counsel reasonably satisfactory to the Indemnified Party Claim, and the Indemnitee shall be entitled to participate payment of all fees and expenses incurred in (but not control) such connection with defense with its own counsel at its own expense. If thereof; provided that if the Indemnifying Party does not promptly take reasonable action to assume such defense, the Indemnified Party may lead the defense of such potentially indemnified claim and the Indemnifying Party shall be liable for all additional costs and expenses incurred by the Indemnified Party in connection therewith, provided further, that no failure of any Indemnified Party to give such Claim Notice and no delay on the part of the Indemnified Party in giving any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder except (and only) to the terms extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the proposed settlement Indemnifying Party. (b) An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party will promptly reimburse has agreed in writing to pay such fees and expenses; (ii) the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any Third such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party Claim and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Third Indemnified Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against notifies the Indemnitee which, if successful, would materially adversely affect Indemnifying Party in writing that it elects to employ separate counsel at the business expense of the IndemniteeIndemnifying Party, such counsel shall be at the expense of the Indemnifying Party). It being understood, however, that the Indemnifying Party shall not, in connection with any one such Proceeding, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, which firm shall be appointed by a majority of the Indemnified Parties; provided, however, that in the case a single firm of attorneys would be inappropriate due to actual or potential differing interests or conflicts between such Indemnified Parties and any other party represented by such counsel in such Proceeding or otherwise, then the Indemnifying Party shall be liable for the fees and expenses of one additional firm of attorneys with respect to such Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party (which in the event that the Indemnified Party is the Company shall include the written consent of NGPMR, not to be unreasonably withheld), effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless (A) such settlement includes a full and unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding, (B) does not contain any admission of wrongdoing or illegal conduct and (C) the Indemnifying Party has agreed in writing that it is liable to the Indemnified Party for an indemnification payment in respect of the full amount of the settlement.

Third Party Claims Procedures. Any claim which may form a basis for indemnification hereunder (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Indemnity Claim") with respect to which indemnification is to by any an Indemnified Party shall be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying asserted and resolved as set forth in this Section 10.3. The Indemnified Party reasonably prompt written notice thereofshall promptly, but in any no event not later more than 20 15 Business Days after the Indemniteefollowing such Indemnified Party's receipt of of, notice of such Third Party Claim; providedof, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will 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 Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all material elements actual knowledge of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior give written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party which notice shall state in reasonable detail the nature and basis of the terms Indemnity Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the proposed settlement final amount of any claim) and which notice, if applicable, shall also have attached to it copies of all relevant documents received by the Indemnified Party substantiating such Indemnity Claim (the "Claim Notice"). Failure of the Indemnified Party to give a Claim Notice as contemplated hereby shall not relieve the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement from liability for indemnification hereunder, except if and to the contrary notwithstandingextent that the Indemnifying Party is actually prejudiced thereby. Thereafter, no the Indemnified Party shall deliver to the Indemnifying Party, on an ongoing basis promptly after the Indemnified Party's receipt thereof, copies of all notices and documents received by the Indemnified Party relating to the Indemnity Claim, as the case may be. The Indemnifying Party may advise the Indemnified Party within 10 Business Days from its receipt of the Claim Notice that it will defend the Indemnified Party against such Third Party claim. Except as hereinafter provided, in the event that the Indemnifying Party so notifies the Indemnified Party that it will defend the Indemnified Party against such Third Party claim, the Indemnifying Party shall be entitled have the right to assume defend the defense of any Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. All costs and expenses incurred by the Indemnifying Party in defending the Third Party Claim if claim shall be paid by the Indemnifying Party. If an Indemnified Party desires to participate in any such Third defense it may do so at its sole cost and expense; provided, that the Indemnified Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemnitee.and its counsel shall comply with all reasonable instructions from the

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion Promptly after receipt by either Party of any third party claim or notice of the commencement of any claimthird party action or administrative or legal proceeding or investigation against such Party or any of its Affiliates, actionits and their successors and permitted assigns, or proceeding made or brought by any person who is not a of their respective stockholders, trustees, directors, officers, employees, agents and representatives (collectively, the “Indemnified Person”) to which the indemnity provided for in this Article IX may apply, such Party or an Affiliate of a shall notify the other Party (a "Third Party Claim") with respect to which indemnification is to be sought from an the “Indemnifying Party, the Indemnitee will give ”) of such fact. The Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after shall have the Indemnitee's receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, right to assume the defense thereof with counsel selected designated by such Indemnifying Party and reasonably satisfactory to the Indemnifying PartyIndemnified Person; provided, however, that if the defendants in any such counsel is not reasonably objected to by action include both the Indemnitee; Indemnified Person and provided further that the Indemnifying Party first admits in writing its liability and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Persons which are different from or additional to those available to the Indemnitee with respect Indemnifying Party, the Indemnified Person or Persons shall have the right to all material elements of select separate counsel to assert such claim. Should the Indemnifying Party so elect legal defenses and to assume otherwise participate in the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee such action on behalf of such Indemnified Person or Persons and in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume pay the reasonable cost of such separate counsel; provided, further if the claim is one that cannot by its nature be defended solely by the Indemnifying Party, the Indemnified Person shall make available all information and assistance reasonably available and necessary for the defense of the third party action as the Indemnifying Party may reasonably request at the expense of the Indemnifying Party. The Indemnified Person shall be entitled, at its expense, to participate in any Third Party Claimaction, suit or proceeding, the Indemnitee defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume and control the defense of any such Third Party Claimaction, suit or proceedings if and to the Indemnitee may defend extent that, in the same opinion of the Indemnified Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Person or a conflict of interest between the Indemnified Person and the Indemnifying Party, and in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to event the Indemnifying Party shall pay the reasonable expenses of the terms of the proposed settlement and the Indemnified Person in such defense. The Indemnifying Party will promptly reimburse not have the Indemnitee right to settle any such action, suit or proceeding without the consent of the Indemnified Person; provided, however, that any such settlement involving non-monetary obligations of the Indemnified Person, or otherwise having a direct effect upon written request. Anything contained in this Agreement its continuing operations shall be subject to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business written consent of the IndemniteeIndemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed.

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will 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 Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemnitee; provided, however, that such Indemnifying Party shall continue to be obligated to such Indemnitee pursuant to Section 10.01(a) or (b), as the case may be, for all Indemnifiable Losses relating to, resulting from or arising out of such Third Party Claim.

Third Party Claims Procedures. (a) If any Indemnitee receives notice of Following the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such a Third Party Claim, the party receiving the notice of the Third Party Claim shall promptly (i) notify the other party of its existence setting forth with reasonable specificity the facts and circumstances of which such party has received notice and (ii) if the party giving such notice is an Indemnified Party, specifying the legal and factual basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted; provided, however, provided that a the failure to give timely notice will not affect so notify the rights or obligations of any Indemnitee except Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim only if, and only to the extent that, as a result of such failure, failure to so notify the Indemnifying Party was actually prejudicedresults in (x) the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or (y) actual material prejudice to the Indemnifying Party with respect to such claim. Such The Indemnifying Party shall have the right, upon written notice shall describe delivered to the nature Indemnified Party within thirty (30) days following its receipt of notice of a Third Party Claim, to the extent permitted by applicable law, to assume the defense of such Third Party Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and to be solely responsible for the payment of the fees and disbursements of such counsel. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim after it notifies the Indemnifying Party of such Third Party Claim prior to the time that it receives notice from the Indemnifying Party of its election in accordance with the preceding sentence to assume the defense of such Third Party Claim. In the event, however, that the Indemnifying Party declines or fails or is not entitled hereunder to assume the defense of the Third Party Claim as provided herein or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such thirty (30) day period, then the Indemnified Party shall be entitled to assume and control such defense and, for the avoidance of doubt, any Damages in respect of such Third Party Claim shall include the reasonable detail and will indicate documented fees and disbursements of counsel for the estimated amount, if practicable, Indemnified Party as incurred. If the Indemnified Party in good faith determines that the Third Party Claim involves an issue or matter which could reasonably have a material adverse effect on the business or assets of the Indemnifiable Loss Indemnified Party, the Indemnified Party shall have the right at all times to take over and control the defense, settlement, negotiation or Litigation relating to any such Third Party Claim at the sole cost of the Indemnifying Party, provided that has been if the Indemnified Party does so take over and control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or may be sustained by the Indemniteedelayed. (b) If a In any Third Party Claim for which indemnification is made against an Indemniteebeing sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its own counsel at such party’s own expense; provided that the Indemnifying Party will be entitled to participate shall pay the fees and expenses of such separate counsel if (i) the employment of separate counsel shall have been authorized in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected writing by the Indemnifying Party in connection with the defense of such claim, (ii) the Indemnified Party shall have been advised by counsel that there may be defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party or (iii) the Indemnified Party; provided’s counsel shall have advised the Indemnified Party in writing, howeverwith a copy delivered to the Indemnifying Party, that such counsel there is not reasonably objected a conflict of interest that could make it inappropriate under applicable standards of professional conduct to by the Indemniteehave common counsel; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claimshall not, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with one such Third Party Claim and releases the Indemnitee completely in connection with such or separate but substantially similar Third Party Claim. In Claims arising out of the event same general allegations, be required to pay the fees and disbursements of more than one separate firm of attorneys at any time for all Indemnified Parties in any jurisdiction. (c) The Indemnifying Party or the Indemnified Party (as the case may be) shall assume at all times use reasonable efforts to keep the other Party reasonably apprised of the status of the defense of any Third Party Claim, matter the Indemnitee shall be entitled defense of which it is maintaining and to participate cooperate in (but not control) such defense good faith with its own counsel at its own expense. If the Indemnifying Party does not assume each other with respect to the defense of any such Third matter. (d) No Indemnified Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such settle or compromise any claim or litigation after giving notice consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed). No Indemnifying Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the terms Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed), unless such settlement, compromise or consent (x) includes, as a condition of such settlement, compromise or consent, a complete and unconditional release of each Indemnified Party from any and all liability arising out of such claim, (y) does not contain any finding, admission or statement suggesting any wrongdoing, violation of Law, or liability on behalf of the proposed settlement Indemnified Party and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of (z) does not contain any Third Party Claim if such Third Party Claim seeks an equitable order, injunction judgment or other equitable relief term that in any manner affects, restrains or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect interferes with the business of the IndemniteeIndemnified Party or otherwise encumbers any of the assets of the Indemnified Party.

Third Party Claims Procedures. (a) If any Indemnitee receives notice of Vornado REIT shall promptly notify the assertion of any claim or Representative in writing of the commencement of any claim, action, action or proceeding made or brought by any person who is not a Party or an Affiliate other assertion of a Party (claim by a "Third Party Claim") with respect to third party for which a Vornado Indemnified Person believes indemnification is provided pursuant to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party ClaimSection 5.3(a); provided, however, that a the failure of Vornado REIT to give timely notice will not affect so notify the rights or obligations Representative of the commencement of any Indemnitee except if, and only such action or such other claim shall not relieve the SK Group of its obligations under this Section 5.3(a) unless such failure is materially injurious to the extent thatability of SK Group to defend any such action. If any such action is brought or claim is asserted against a Vornado Indemnified Person and the Representative is so notified, then subject to the right to dispute such claim as a result of such failuredescribed in Section 5.3(e), the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amountRepresentative, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with through counsel selected by the Indemnifying Party; providedRepresentative and reasonably acceptable to Vornado OP (and which counsel shall be paid its reasonable fees and expenses by Vornado REIT or Vornado OP, however, that such counsel is not reasonably objected to by as the Indemnitee; and provided further that case may be (which amounts shall be included in the Indemnifying Party first admits in writing its liability expenses subject to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable Indemnity subject to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claimlimitations set forth herein)), the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume control the defense of any such Third Party action or claim; provided that the Representative assume the defense of such matter (and notify Vornado REIT accordingly) within fifteen (15) days of receiving notice of such matter; and provided, further, that if Vornado REIT reasonably concludes that there may be one or more legal defenses available to any Vornado Indemnified Person that are different from or in addition to (and are inconsistent with) those available to the existing defendants, or that a conflict or potential conflict exists between Vornado Indemnified Person, on the one hand, and the SK Group, on the other hand, the Representative will not have the right to direct the defense of such action on behalf of the Vornado Indemnified Person, and the Vornado Indemnified Person shall direct the defense of such claim through counsel reasonably satisfactory to the Representative. Any Vornado Indemnified Person will have the right to employ its own counsel with respect to any Partner Claim, but the Indemnitee fees, expenses and other charges of such counsel will be at its own expense unless (i) Vornado REIT or Vornado OP has been named as a defendant in any such Claims and Vornado REIT or Vornado OP, as the case may defend be, reasonably concludes that there may be one or more legal defenses available to it that are different from or in addition to (and are inconsistent with) those available to the existing defendants or that a conflict or potential conflict exists between Vornado REIT or Vornado OP, on the one hand, and the SK Group, on the other hand, (ii) the Representative does not have the right to direct the defense on behalf of Vornado REIT or Vornado OP in accordance with the preceding sentence, or (iii) the retention of counsel by such party has been authorized in writing by the Representative. It is expressly understood that the SK Group shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the fees, expenses and other charges of more than one separate firm admitted to practice in such manner jurisdiction at any one time for the Vornado Indemnified Persons, as it may deem appropriate, including settling such claim or litigation after giving notice a group. The Representative shall have the right to the Indemnifying Party settle any of the terms Partner Claims without the consent of the proposed Vornado Indemnified Persons, provided that (i) the settlement shall not include any admission of wrongdoing on the part of any Vornado Indemnified Person or impose any decree, restriction or liability on any Vornado Indemnified Person, its subsidiaries, trustees or officers, and (ii) the Indemnifying Party will promptly reimburse settlement shall include providing the Indemnitee upon written requestVornado Indemnified Persons and their subsidiaries, trustees, and officers with a release from all liability with respect to such matter. Anything contained in this Agreement to Further, the contrary notwithstanding, no Indemnifying Party Representative shall be entitled required to obtain the consent of Vornado REIT for the settlement of any Partner Claim (which consent shall not be unreasonably withheld or delayed) if (A) the settlement or any related series of settlements would result in a draw of at least $1,000,000 under the Escrow Agreement with respect to such Partner Claim (or related Partner Claims), or (B) a total of less than $6,000,000 is available to draw under the Escrow Agreement permitted with respect to such Partner Claim (or related Partner Claims) immediately prior to such settlement. If and only if the Representative fails to assume the defense of any Third Party action brought or claim asserted against a Vornado Indemnified Person under this Section 5.3(c) in which it is entitled to do so, then Vornado REIT will be entitled to settle such Partner Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against without the Indemnitee which, if successful, would materially adversely affect the business consent of the IndemniteeRepresentative.

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will 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 Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation 76 69 after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemnitee; provided, however, that such Indemnifying Party shall continue to be obligated to such Indemnitee pursuant to Section 10.01(a) or (b), as the case may be, for all Indemnifiable Losses relating to, resulting from or arising out of such Third Party Claim.

Third Party Claims Procedures. (a) If any Indemnitee receives Third Party asserts a Claim (a “Third-Party Claim”) against an Indemnified Party that would reasonably be expected to give rise to a right on the part of the Indemnified Party to indemnification under this Article XII, the Indemnified Party shall give notice of such Third-Party Claim to the Indemnifying Party as soon as practicable (but in no event later than fifteen Business Days after receiving notice of such Third-Party Claim or otherwise acquiring actual knowledge of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party Claim); provided, however, that a the failure to give timely notice so notify the Indemnifying Party will not affect relieve the rights or obligations of Indemnifying Party from any Indemnitee liability that the Indemnifying Party may have hereunder with respect to such Third-Party Claim, except if, and only to the extent that, that the Indemnifying Party is materially prejudiced as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If In the event of a Third Third-Party Claim is made against an IndemniteeClaim, the Indemnifying Party will be entitled to participate in shall have the defense thereof and, if it so chooses, right to assume the defense thereof of such Third-Party Claim and shall retain counsel of its choice, which shall be reasonably acceptable to the relevant Indemnified Parties, to represent such Indemnified Parties in connection with counsel selected by such Legal Proceeding, in which case the Indemnifying PartyParty shall pay the fees and disbursements of such counsel. The Indemnified Parties may participate, at their own expense and through legal counsel of their choice, in any such Legal Proceeding; provided that (i) the Indemnifying Party shall have the right to defend such Third-Party Claim by all appropriate proceedings and, so long as it diligently pursues such defense, shall have full control of such defense and such proceedings, and (ii) the Indemnified Parties and their counsel shall cooperate with the Indemnifying Party and its counsel in connection with such Legal Proceeding. The Indemnifying Party shall not settle any such Legal Proceeding without the prior written consent of the Indemnified Parties who are parties to such Legal Proceeding and are entitled to indemnification in respect thereof (which shall not be unreasonably withheld or delayed), unless the terms of such settlement provide for no relief other than the payment of monetary damages for which the relevant Indemnified Parties will be indemnified in full. (c) Notwithstanding the provisions of paragraph (b) above which grant to the Indemnifying Party the right to assume the defense of a Third-Party Claim, if (i) the Indemnifying Party elects not to assume the defense or fails to assume the defense in a timely manner, (ii) the Indemnifying Party and any Indemnified Party are both parties to such Legal Proceeding and a conflict of interests exists between the Indemnifying Party and such Indemnified Party which has the potential of materially and adversely affecting the interests of the Indemnified Party in the defense of such Legal Proceeding or (iii) the Indemnified Party reasonably determines in good faith that the Indemnified Party or its Affiliates could be adversely affected in any material respect in such Legal Proceeding other than as a result of monetary damages, then the Indemnified Party may employ counsel reasonably satisfactory to the Indemnifying Party to represent or defend it against any such Third-Party Claim and the Indemnifying Party will pay the reasonable fees and disbursements of such counsel; provided, however, that such counsel is not reasonably objected to by the Indemnitee; Indemnified Party shall not, in connection with any Legal Proceeding or separate but substantially similar Legal Proceedings arising out of the same general allegations, be liable for the fees and provided further that the Indemnifying Party first admits in writing its liability expenses of more than one separate firm of attorneys at any time for all Indemnified Persons, except to the Indemnitee with respect extent that local counsel, in addition to all material elements of its regular counsel, is required in order to effectively defend against such claimLegal Proceeding. Should If the Indemnifying Indemnified Party so elect to assume the defense of a Third Party Claimretains its own counsel, the Indemnifying Party will not be liable shall reasonably cooperate in providing information to and consulting with the Indemnified Party and its counsel about the Third-Party Claim. Notwithstanding anything to the Indemnitee for contrary contained herein, in no event shall the Indemnified Party consent to the entry of judgment or enter into any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability settlement with respect to, or settle, compromise or discharge, any Third to a Third-Party Claim for which it is seeking indemnification without the prior written consent of the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemnitee.

Third Party Claims Procedures. Any claim which may form a basis for indemnification hereunder (aan -10- "Indemnity Claim") If by any Indemnitee receives an Indemnified Party shall be asserted and resolved as set forth in this Section 7.3. The Indemnified Party shall promptly, but in no event more than 15 Business Days following such Indemnified Party's receipt of, notice of, or actual knowledge of such claim, give written notice to the Indemnifying Party which notice shall state in reasonable detail the nature and basis of the assertion of any claim Indemnity Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the commencement final amount of any claim) and which notice, actionif applicable, or proceeding made or brought shall also have attached to it copies of all relevant documents received by any person who the Indemnified Party substantiating such Indemnity Claim (the "Claim Notice"). Failure of the Indemnified Party to give a Claim Notice as contemplated hereby shall not relieve the Indemnifying Party from liability for indemnification hereunder, except if and to the extent that the Indemnifying Party is not a actually prejudiced thereby. Thereafter, the Indemnified Party or an Affiliate of a Party (a "Third Party Claim") with respect shall deliver to which indemnification is to be sought from an the Indemnifying Party, on an ongoing basis promptly after the Indemnitee will give such Indemnified Party's receipt thereof, copies of all notices and documents received by the Indemnified Party relating to the Indemnity Claim, as the case may be. The Indemnifying Party reasonably prompt written notice thereofmay advise the Indemnified Party within 10 Business Days from its receipt of the Claim Notice that it will defend the Indemnified Party against such Third Party claim. Except as hereinafter provided, but in the event that the Indemnifying Party so notifies the Indemnified Party that it will defend the Indemnified Party against such Third Party claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. All costs and expenses incurred by the Indemnifying Party in defending the Third Party claim shall be paid by the Indemnifying Party. If an Indemnified Party desires to participate in any event such defense it may do so at its sole cost and expense; provided, that the Indemnified Party and its counsel shall comply with all reasonable instructions from the Indemnifying Party. The Indemnifying Party shall not later than 20 Business Days after consent to the Indemnitee's receipt entry of notice any judgment or enter into any settlement in respect of a Third Party claim without the consent of the Indemnified Party, to the extent such judgment or settlement imposes a non-monetary obligation on the Indemnified Party or is not accompanied by a complete and unconditional release of the Indemnified Party in respect of such Third Party Claimclaim; provided, howeverthat the consent of the Indemnified Party shall not be unreasonably withheld, that a failure to give timely notice will not affect the rights conditioned or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, delayed. If the Indemnifying Party was actually prejudiced. Such notice shall describe elects not to defend the nature of the Indemnified Party against such Third Party Claim in claim, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party may conduct the defense and the reasonable detail costs and will indicate expenses pertaining to such defense shall be the estimated amount, if practicable, liability of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in the defense thereof andhereunder. In any case, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is whether or not reasonably objected to by the Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability elects to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume control the defense of a Third Party Claimclaim, the Indemnifying Indemnified Party will shall not be liable consent to the Indemnitee for entry of any legal expenses subsequently incurred by the Indemnitee judgment or enter into any settlement in connection with the defense thereof. If the Indemnifying Party elects to assume the defense respect of a Third Party Claim, claim without the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without consent of the Indemnifying Party's prior written , and without such consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume not be obligated to indemnify the Indemnified Party hereunder in respect of the related Indemnity Claim; provided, that the consent of the Indemnifying Party shall not be unreasonably withheld, conditioned or delayed. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any Third Party claim, the Indemnified Party will, as reasonably required, give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and permit them to consult with the employees and counsel of the Indemnified Party. Regardless of which Person assumes control of the defense of any Third claim, each Party Claim, shall cooperate and provide the Indemnitee shall be entitled to participate other Party reasonable assistance in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemniteethereof.

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claimclaim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the IndemniteeIndemnity's receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will 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 Indemnitee; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In in the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemnitee.

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of For any claim or of the commencement of any claim, action, or proceeding made or brought covered by any this Article 5 that is asserted by a person who is not a Party or an Affiliate of a Party party to this Agreement (a "“Third Party Claim"”) against an Indemnified Party during the Escrow Period, the Indemnified Party must notify the Party required to provide indemnification under this Agreement (the “Indemnifying Party”) with respect to which indemnification is to be sought from an Indemnifying Partyreasonable promptness, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature providing reasonable detail of the Third Party Claim in reasonable detail and including any documents or information received with respect to the Third Party Claim. Failure to give notice will indicate not relieve the estimated amountIndemnifying Party of any liability that it may have to the Indemnified Party under this Agreement, if practicable, of except to the Indemnifiable Loss extent that the Indemnifying Party has been or may be sustained actually prejudiced by the Indemniteefailure. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt, copies of all notices and documents received by the Indemnified Party in connection with the Third Party Claim. Both parties will cooperate in the defence or prosecution of any Third Party Claim, including the retention and provision of records and information relevant to the Third Party Claim (subject to reasonable restrictions regarding confidential information) and making employees available to provide additional information and explanation as needed. (b) If The Indemnifying Party may participate in the defence or prosecution of and, if the Indemnifying Party so chooses, assume the defence or prosecution of the Third Party Claim at its sole expense with counsel reasonably satisfactory to the Indemnified Party, but the Indemnifying Party will not be entitled to assume or continue control of the defence of a Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation involving the Indemnified Party, (ii) the Third Party Claim seeks an injunction or equitable relief against any Buyer Indemnified Party or its affiliates that would reasonably be expected to adversely affect the Purchased Assets, (iii) the Indemnifying Party is made against an Indemniteenot defending the Third Party Claim diligently and in good faith, or (iv) the Third Party Claim relates to or arises in connection with Intellectual Property or Intellectual Property Rights. If the Indemnifying Party assumes the defence of a Third Party Claim, (x) the Indemnifying Party will be deemed to have acknowledged that the Indemnified Party is entitled to indemnification under this Article 5 with respect to that Third Party Claim, and (y) the Indemnified Party may participate in (but not control) the defense thereof and, if it so chooses, to assume defence and employ at its expense counsel separate from the defense thereof with counsel selected employed by the Indemnifying Party; provided, however, that such . The Indemnifying Party will be liable for reasonable fees and expenses of counsel is not reasonably objected to employed by the Indemnitee; and provided further that Indemnified Party for any period during which the Indemnifying Party first admits in writing its liability to has not assumed the Indemnitee with respect to all material elements defence of such claim. Should a Third Party Claim. (c) If it has assumed the Indemnifying Party so elect to assume the defense defence of a Third Party Claim, the Indemnifying Party will may not be liable without the Indemnified Party’s prior consent (i) consent to or enter into any compromise or settlement of the Third Party Claim, if the settlement or compromise (A) would commit the Indemnified Party to take or to forbear from taking any action, (B) does not provide for a full, unconditional and complete written release of the Indemnified Party by the third party that is reasonably satisfactory to the Indemnitee Indemnified Party, or (C) includes any admission of liability on the part of the Indemnified Party, or (ii) consent to the entry of any judgment that does not provide solely for the payment of monetary damages arising from the Third Party Claim without any legal expenses subsequently incurred by admission of liability on the Indemnitee part of the Indemnified Party. So long as the Indemnifying Party is diligently and in connection with good faith defending a Third Party Claim that it is entitled to assume or continue to control pursuant to this Section 5.3, the defense thereof. Indemnified Party may not compromise or settle that claim without the Indemnifying Party’s prior consent. (d) If the Indemnifying Party elects has not assumed, or is not entitled to assume assume, the defense defence of a Third Party Claim, the Indemnitee will (i) cooperate in all reasonable respects with the Indemnifying Indemnified Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any may defend that Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem deems appropriate, including settling the Third Party Claim on such claim or litigation after giving notice to terms as the Indemnifying Indemnified Party of the terms of the proposed settlement may reasonably deem appropriate, and the Indemnifying Party will promptly reimburse indemnify the Indemnitee upon written request. Anything contained Indemnified Party in accordance with this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the IndemniteeArticle 5.

Third Party Claims Procedures. (a) If a claim or demand by a third party is made against an Indemnified Person, and if such Indemnified Person intends to seek indemnity with respect thereto under this Article 8 or under any Indemnitee receives notice other provision of this Agreement providing for indemnification, such Indemnified Person shall promptly notify the Indemnifying Person in writing of such claims or demands setting forth such claims in reasonable detail. The failure of the assertion Indemnified Person to give the Indemnifying Person prompt notice as provided herein shall not relieve the Indemnifying Person of any claim or of its obligations under this Article 8, except to the commencement extent that the Indemnifying Person is materially prejudiced by such failure. The Indemnifying Person shall have 30 days after receipt of any claimsuch notice to undertake, actionconduct and control, or proceeding made or brought by any person who is not a Party or an Affiliate through counsel of a Party its own choosing (a "Third Party Claim"but reasonably satisfactory to the Indemnified Person) with respect to which indemnification is to be sought from an Indemnifying Partyand at its own expense, the Indemnitee will give such Indemnifying Party reasonably prompt written notice settlement or defense thereof, but and the Indemnified Person shall cooperate with it in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party Claimconnection therewith; provided, however, that a failure to give timely notice will not affect the rights Indemnified Person may participate in such settlement or obligations of any Indemnitee except if, defense through counsel chosen by such Indemnified Person and only to the extent that, as a result fees and expenses of such failure, counsel shall be borne by such Indemnified Person unless (i) the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that employment thereof has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected specifically authorized by the Indemnifying Party; providedPerson in writing, however(ii) the Indemnifying Person is also a Person against whom the claim or demand is made and the Indemnified Person determines in good faith that joint representation would be inappropriate, that or (iii) the Indemnifying Person has after a reasonable time failed to employ counsel and assume or to diligently continue to maintain such defense, in each of which events the Indemnified Person may retain counsel which shall be reasonably satisfactory to the Indemnifying Person, and the Indemnifying Person shall pay the reasonable fees and expenses of such counsel is not reasonably objected to by for the Indemnitee; and provided further that Indemnified Person (but in no event shall the Indemnifying Party first admits in writing its liability Person be obligated to pay the Indemnitee with respect to fees and expenses of more than one firm for all material elements of such claimIndemnified Parties). Should So long as the Indemnifying Party so elect to assume the defense of a Third Party ClaimPerson is reasonably contesting any such claim in good faith, the Indemnified Person shall not pay or settle any such claim without the prior written consent of the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereofPerson. If the Indemnifying Party Person does not notify the Indemnified Person within 30 days after the receipt of the Indemnified Person's notice of a claim of indemnity hereunder that it elects to assume undertake the defense of a Third Party Claimthereof (or does not fulfill its commitment to undertake such defense), the Indemnitee will (i) cooperate in all reasonable respects Indemnified Person shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Person shall not, except with the Indemnifying Party in connection with prior written consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the Person asserting such defenseclaim to all Indemnified Parties (i.e., (iiSeller Indemnified Persons or Buyer Indemnified Persons, as the case may be) not admit any an unconditional release from all liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemniteeclaim.

Third Party Claims Procedures. (a) If any Indemnitee Indemnified Party receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party party or an Affiliate of a Party party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee Indemnified Party will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 10 Business Days after the IndemniteeIndemnified Party's receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee Indemnified Party except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually materially prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, practicable of the Indemnifiable Loss that has been or may be sustained by the IndemniteeIndemnified Party. (b) If a Third Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will 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 IndemniteeIndemnified Party; and provided further that the Indemnifying Party first admits in writing its liability to the Indemnitee Indemnified Party with respect to all material elements of such claim. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee Indemnified Party for any legal expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee Indemnified Party will (i) cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent and (iii) agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full [Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.] amount of the liability in connection with such Third Party Claim and releases the Indemnitee Indemnified Party completely in connection with such Third Party Claim. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnitee Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnitee Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Indemnifying Party of the terms of the proposed settlement and the Indemnifying Party will promptly reimburse the Indemnitee Indemnified Party upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third Party Claim if such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee Indemnified Party which, if successful, would materially adversely affect the business of the IndemniteeIndemnified Party.