Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Partyindemnifying party" for the purpose of this Section 8.3) will shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Partyindemnified party" for the purpose of this Section 8.3) unless such Indemnified Party will indemnified party shall have notified the Indemnifying Party indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party indemnified party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party indemnifying party of any such claim will shall not relieve the Indemnifying Party indemnifying party from any liability which it may have to the Indemnified Party indemnified party against whom such action is brought otherwise than on account of under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Partyindemnified party, the Indemnifying Party indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party indemnifying party also will shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party indemnifying party to the Indemnified Party indemnified party of the Indemnifying Partyindemnifying party's election to assume the defense thereof, the Indemnified Party will indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: unless (ai) the Indemnifying Party indemnifying party and the Indemnified Party will indemnified party shall have mutually agreed to the retention of such counsel; counsel or (bii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party indemnifying party and the Indemnified Party indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is be a final judgment for the plaintiff, the Indemnifying Party indemnifying party agrees to indemnify the Indemnified Party indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such The Indemnified Party will have notified the Indemnifying Party shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in writing within a reasonable time after the summons or other first legal process giving information respect of the nature of the claim will have been served upon such which indemnity may be sought hereunder. The Indemnified Party shall give written notice to the Indemnitor within the earlier of ten (or after such party will have received 10) days of receipt of written notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account or thirty (30) days from discovery by the Indemnified Party of the any matters which may give rise to a claim for indemnification provision of or reimbursement under this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of Agreement. The failure to give such notice. In case any such action is brought against notice shall not affect the right of the Indemnified PartyParty to indemnity hereunder unless such failure has materially and adversely affected the rights of the Indemnitor; provided that in any event such notice shall have been given prior to the expiration of the Survival Period. At any time after ten (10) days from the giving of such notice, the Indemnifying Indemnified Party will be entitled to participatemay, at its own option, resist, settle or otherwise compromise, or pay such claim unless it shall have received notice from the Indemnitor that the Indemnitor intends, at the Indemnitor’s sole cost and expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereofof any such matter, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to which case the Indemnified Party of shall have the Indemnifying Party's election right, at no cost or expense to the Indemnitor, to participate in such defense. If the Indemnitor does not assume the defense thereofof such matter, and in any event until the Indemnitor states in writing that it will assume the defense, the Indemnitor shall pay all costs of the Indemnified Party arising out of the defense until the defense is assumed; provided, however, that the Indemnified Party shall consult with the Indemnitor and obtain the Indemnitor’s prior written consent to any payment or settlement of any such claim. The Indemnitor shall keep the Indemnified Party fully apprised at all times as to the status of the defense. If the Indemnitor does not assume the defense, the Indemnified Party will bear shall keep Indemnitor apprised at all times as to the fees and expenses status of any additional counsel retained by itthe defense. Following indemnification as provided for hereunder, and the Indemnifying Party will not Indemnitor shall be liable subrogated to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs all rights of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed with respect to all third parties, firms or corporations relating to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable matter for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the which indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementhas been made.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("Indemnifying PartyINDEMNIFYING PARTY" for the purpose of this Section 8.36.4) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("Indemnified PartyINDEMNIFIED PARTY" for the purpose of this Section 8.36.4) unless such Indemnified Party will shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeVI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified Party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII V ("Indemnifying Party" for the purpose of this Section 8.35.3) will not be liable under the indemnification provisions of this Article VIII V with respect to any claim made against a party entitled to indemnification under this Article VIII V ("Indemnified Party" for the purpose of this Section 8.35.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIV, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. V. The indemnification provisions contained in this Article VIII V will survive any termination of this Agreement.

Indemnification Procedure. Any person party obligated to provide indemnification indemnify the other party under this Article VIII Agreement ("the “Indemnifying Party" for ”) shall have the purpose right, by Notice to the other party, to assume the defense of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any claim with respect to any claim made against a which the other party is entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified hereunder. If the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon gives such Indemnified Party notice, (or after i) such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to defense shall be conducted by counsel selected by the Indemnifying Party and approved by the other party, such approval not to be unreasonably withheld or delayed (provided, however, that the other party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is damaged solely as a result of failure to give conducting such notice. In case any such action is brought against the Indemnified Partydefense with reasonable diligence, the Indemnifying Party will shall have the right to control said defense and shall not be entitled required to participate, at its own expense, in pay the defense thereof. The Indemnifying Party also will be entitled to assume fees or disbursements of any counsel engaged by the defense thereof, with counsel satisfactory to the other party named in the action. After notice from for services rendered after the Indemnifying Party has given the Notice provided for above to the Indemnified Party other party, except if there is a conflict of interest between the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable parties with respect to such party under this Agreement for any legal claim or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: defense; and (aiii) the Indemnifying Party and shall have the Indemnified Party will have mutually agreed right, without the consent of the other party, to settle such claim, but only provided that such settlement involves only the retention payment of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffmoney, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss pays all amounts due in connection with or liability by reason of such settlement or judgmentand, as part thereof, the other party is unconditionally released from all liability in respect of such claim. A successor The other party shall have the right to participate in the defense of such claim being defended by law the Indemnifying Party at the expense of the other party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to this Agreement will be entitled to such claim or defense). In no event shall (i) the benefits other party settle any claim without the consent of the indemnification contained Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification The obligations and liabilities of the Indemnifying Party under this Article VIII IV with respect to Losses arising from claims of any third party that are subject to the indemnification provided for in this Article IV ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party" for Party notice of such Third Party Claim promptly after the purpose receipt by the Indemnified Party of this Section 8.3) will not be liable under such notice (which notice shall include the indemnification amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Article VIII with Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any claim made against a party entitled to indemnification of its obligations under this Article VIII ("Indemnified Party" for IV except to the purpose of this Section 8.3) unless such Indemnified Party will have notified extent the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon is materially prejudiced by such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will and shall not relieve the Indemnifying Party from any other obligation or liability which that it may have to any Indemnified Party otherwise than under this Article IV. Upon written notice to the Indemnified Party against whom such action is brought otherwise than on account within five (5) days of the indemnification provision receipt of this Article VIIIsuch notice, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its or his expense and through counsel of its or his choice (which counsel shall be reasonably satisfactory to the Indemnified Party); provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of counsel to the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to such Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is damaged solely as a result of failure to give such notice. In case is, directly or indirectly, conducting the defense against any such action is brought against Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume expense, all such witnesses (including himself), records, materials and information in the defense thereof, Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Loss and would not require it to take, or refrain from taking, any action, the Indemnifying Party's liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will bear refrain from any act or omission that is inconsistent with the fees and expenses of any additional counsel retained position taken by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying a Third Party and Claim unless the Indemnified Party will have mutually agreed determines that such act or omission is reasonably necessary to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without protect its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementown interest.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII If a claim, action, or proceeding by a third-party ("Indemnifying Party" for the purpose of this Section 8.3a “Claim”) will not be liable under the indemnification provisions of this Article VIII with respect to any claim is made against a party entitled to indemnification under this Article VIII ("Owner, an Owner Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within , Manager, or a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Manager Indemnified Party (or after such the “Indemnified Party”) for which the Indemnified Party intends to seek indemnity under this Section 5.D, the Indemnified Party shall promptly notify the party will have received notice against whom indemnification is sought (the “Indemnitor”) in writing of such service on any designated agentClaim, setting forth a description of such Claim in reasonable detail (the “Indemnification Notice”); provided, but however, that failure to notify the Indemnifying Party of any give such claim will Indemnification Notice shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account Indemnitor of the indemnification provision of this Article VIIIits obligations hereunder, except to the extent that the failure Indemnitor has been prejudiced by such failure. The Indemnitor shall have thirty (30) days after receipt of the Indemnification Notice to notify results in the failure undertake, conduct and assume control, through counsel of actual notice its own choosing reasonably satisfactory to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, and at its own expense, of the settlement or defense of such Claim, so long as the Indemnitor notified the Indemnified Party of such defense in writing within thirty (30) days after the Indemnified Party has given notice of the third-party Claim and the Indemnitor conducts the defense thereof. The Indemnifying of the third-party Claim actively and diligently, and the Indemnified Party also will be entitled shall cooperate fully in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party and paid at its own expense; and, provided, further, that the Indemnified Party shall pay the fees and disbursements of such separate counsel unless (a) the employment of such separate counsel has been specifically authorized in writing by the Indemnitor, (b) the Indemnitor has failed to assume the defense thereof, of such third party Claim within thirty (30) days after receipt of the Indemnification Notice with counsel reasonably satisfactory to such Indemnified Party, or (c) the party named parties to the proceeding in which such Claim has been asserted include both the Indemnitor and such Indemnified Party and, in the action. After notice from the Indemnifying Party reasonable opinion of counsel to such Indemnified Party, there exists one or more defenses that may be available to the Indemnified Party that are in conflict with those available to the Indemnitor. The Indemnified Party shall not pay or settle any such Claim without the written consent of the Indemnifying Indemnitor, which consent shall not be unreasonably withheld. If the Indemnitor has received the Indemnified Party's election ’s Indemnification Notice and does not notify the Indemnified Party in writing within thirty (30) days after receipt of such notice that it elects to assume undertake the defense thereof, the Indemnified Party will bear shall have the fees right to undertake, at Indemnitor’s cost, risk and expenses expense, the defense, compromise or settlement of the Claim, but shall not thereby waive any additional counsel retained by it, and the Indemnifying Party will not be liable right to such party under indemnity therefor pursuant to this Agreement for any legal or Agreement. The parties hereto agree to cooperate fully with each other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs defense, negotiation or settlement of investigationany such third-party Claim. Notwithstanding anything in this Section 5.D to the contrary, unless: (a) the Indemnifying Party and Indemnitor shall not, except with the written consent of the Indemnified Party will have mutually agreed to (which such consent shall not be unreasonably withheld), enter into any settlement that (y) does not include as an unconditional term thereof the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties giving by the same counsel would be inappropriate due to actual person or potential differing interests between them. The Indemnifying Party will not be liable for any settlement persons asserting such Claim of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify an unconditional release of the Indemnified Party from and against liability with respect to such Claim, or (z) involves non-monetary relief or remedy that is binding upon the Indemnified Party, including any loss restrictions on the Indemnified Party’s ability to operate or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementcompete.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless if such Indemnified Party will have notified has failed to notify in writing the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Sections 8.1(c), 8.2(c) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), as applicable, but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified Party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("Indemnifying Party" for the purpose of this Section 8.36.4) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("Indemnified Party" for the purpose of this Section 8.36.4) unless such Indemnified Party will shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeVI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide Whenever a claim arises for indemnification under this Article VIII ("Indemnifying Party" for Section 15, the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Person entitled to indemnification under this Article VIII ("the “Indemnified Party" ”) will promptly notify the Party from which indemnification is sought (the “Indemnifying Party”) of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the purpose event of this Section 8.3) unless such any claim for indemnification hereunder resulting from or in connection with any claim by a third party, the Indemnified Party will have notified give such notice thereof to the Indemnifying Party not later than *** prior to the time any response to the asserted claim is required, if possible, and in writing any event within a reasonable time after the summons or other first legal process giving information *** following receipt of the nature of the claim will have been served upon such Indemnified Party notice thereof (or after such party will have received notice of such service on any designated agent), but provided that failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from of any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIParty, except to the extent that the failure to notify results in the failure Indemnifying Party has been actually prejudiced by such failure). Following receipt of actual notice to of a claim by a third party, and provided that the Indemnifying Party and has not failed or is not failing to use reasonable efforts to defend such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Partyclaim, the Indemnifying Party will be entitled to participatehave the option, at its own cost and expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with of such matter and to retain counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of defend any additional counsel retained by itsuch claim, and the Indemnifying Party will not be liable to such party under this Agreement the Indemnified Party for any legal fees of other counsel or any other expenses subsequently incurred by such party independently in connection (except as expressly provided to the contrary herein) with respect to the defense thereof of such claim or litigation, other than reasonable costs fees and expenses of investigation, unless: counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party will have the option of joining the defense of such claim (awhich will be at the sole cost and expense of the Indemnified Party) with counsel not reasonably objected to by the Indemnifying Party and counsel for each Party will, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other Party and any counsel designated by that Party. In effecting the settlement or compromise of, or consenting to the entry of any judgment with respect to, any such claim, the Indemnifying Party, or the Indemnified Party, as the case may be, will act in good faith, will consult with the other Party and will enter into only such settlement or compromise or consent to the entry of any judgment as the other Party will consent, such consent not to be unreasonably withheld, conditioned or delayed. If an Indemnifying Party has failed or is failing to use reasonable efforts to defend such a claim, the Indemnified Party will have mutually agreed shall, at the Indemnifying Party’s expense, assume the defense of such claim, with counsel reasonably acceptable to the retention Indemnifying Party; provided, however, that the Indemnified Party shall not have the right to settle such claim without the consent of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnifying Party, which consent shall not be withheld unless the Indemnifying Party and notifies the Indemnified Party and representation in writing of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themIndemnifying Party’s commercially reasonable basis for withholding such consent. The An Indemnifying Party will not be liable for any settlement settlement, compromise or judgment not made in accordance with the preceding sentence; provided, however, that, notwithstanding anything to the contrary in this Section 15, no consent of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the settlement or compromise of any claim by the Indemnified Party will be necessary to the extent that the Indemnified Party provides the Indemnifying Party with an unqualified release from and against any loss or liability by reason in respect of such settlement or judgmentthird-party claim. A successor by law Without limiting the generality of the parties foregoing, with respect to this Agreement any Multi-Cause Action, HTI and DCC will be entitled consider reasonable cooperation with respect to the benefits defense of such action, which may include entering into joint defense or other similar arrangements. Additionally, nothing in Section 15(b) is intended to limit HTI’s right to assert a defense arising under the indemnification contained last sentence of Section 4(e), including as a cross claim in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementproceeding otherwise subject to Section 15(b).

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Party entitled to indemnification under this Article VIII Section ("each an “Indemnified Party" for ”) agrees to give the purpose Party required to indemnify such Party hereunder (each an “Indemnifying Party”) prompt written notice of this Section 8.3) unless any Indemnity Claim as to which it intends to request indemnification hereunder. The Indemnifying Party will have the right to direct, through counsel of its own choosing, the defense or settlement of any Indemnity Claim at its own expense. The Indemnified Party may participate in such defense at its own expense. If the Indemnifying Party fails to defend or, if after commencing or undertaking any such defense, fails to prosecute or withdraws from such defense, the Indemnified Party will have notified the right to undertake the defense or settlement thereof, at the Indemnifying Party’s expense. If the Indemnified Party assumes the defense of any such Indemnity Claim pursuant to this section and proposes to settle such Indemnity Claim prior to a final judgment thereon or to forego any appeal with respect thereto, then the Indemnified Party will give the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received prompt written notice of such service on any designated agent), but failure to notify thereof and the Indemnifying Party will have the right to participate in the settlement or assume or reassume the defense of any such claim will not relieve the Indemnifying Party from any liability which it may have Indemnity Claim. Notwithstanding anything contained in this Section to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Partycontrary, the Indemnifying Party will be entitled to participatenot, at its own expense, in without the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to prior written consent of the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party (which consent will not be liable unreasonably withheld or delayed), agree to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any a settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementIndemnity Claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for Each Party shall promptly notify the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying other Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to Section 14.1 or Section 14.2. The Party seeking indemnification (the “Indemnitee”) shall cooperate with the other Party (the “Indemnitor”), at the Indemnitor’s sole cost and expense. The Indemnitee shall promptly (and in any event within a reasonable time after any applicable deadlines) inform the summons Indemnitor of any Claim, and shall not make any admission of liability in respect or it, nor compromise or settle or enter into any other first legal process giving information arrangement in respect of it, without the prior written consent of the nature Indemnitor (not to be unreasonably withheld or delayed). The Indemnitor shall promptly assume control of the claim will have been served upon such Indemnified Party (or after such party will have received notice defense and investigation of such service Claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any designated agentterms or in any manner that materially adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent (save that nothing in this clause 14.3 shall operate to prevent Exasol taking the mitigation measures described in clause 14.4). If the Indemnitor fails or refuses to assume control of the defense of such Claim, the Indemnitee shall have the right, but no obligation, to defend against such Claim, including settling such Claim after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to notify the Indemnifying Party of perform any such claim obligations under this Section 14.3 will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account Indemnitor of the indemnification provision of its obligations under this Article VIIISection 14, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely Indemnitor can demonstrate that it has been materially prejudiced as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementfailure.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("“Indemnifying Party" ” for the purpose of this Section 8.36.3) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("“Indemnified Party" ” for the purpose of this Section 8.36.3) unless such Indemnified Party will shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeVI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless if such Indemnified Party will have notified has failed to notify in writing the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Sections 8.1(c), 8.2(d) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), as applicable, but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("“Indemnifying Party" ” for the purpose of this Section 8.36.4) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("“Indemnified Party" ” for the purpose of this Section 8.36.4) unless such Indemnified Party will shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeVI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide (a) If a Buyer Indemnified Party or a Seller Indemnified Party seeks indemnification under this Article VIII IX, such party ("the “Indemnified Party”) shall give written notice to the other party (the “Indemnifying Party" for ”) of the purpose of this Section 8.3) will not facts and circumstances giving rise to the claim. In that regard, if any Action, Liability or obligation shall be liable under brought or asserted by any third party which, if adversely determined, would entitle the indemnification provisions of Indemnified Party to indemnity pursuant to this Article VIII with respect to any claim made against IX (a party entitled to indemnification under this Article VIII ("Indemnified Party" for “Third-Party Claim”), the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to shall promptly notify the Indemnifying Party of any such Third-Party Claim in writing, specifying the basis of such claim will not relieve and the facts pertaining thereto, and the Indemnifying Party, if the Indemnifying Party from any liability which it may have so elects, shall assume and control the defense thereof (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Party against whom and the payment of all necessary expenses. If the Indemnifying Party elects to assume control of the defense of a Third-Party Claim, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action is brought otherwise than on account and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the indemnification provision Indemnified Party unless the Indemnifying Party has failed to assume the defense and employ counsel; in which case the fees and expenses of this Article VIII, except the Indemnified Party’s counsel shall be paid by the Indemnifying Party. All claims other than Third-Party Claims (a “Direct Claim”) may be asserted by the Indemnified Party giving notice to the extent that Indemnifying Party. Absent an emergency or other extenuating circumstance, the failure to notify results in the failure of actual Indemnified Party shall give written notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties Direct Claim prior to taking any material actions to remedy such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementDirect Claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for a) Promptly following receipt by an Indemnified Party of notice by a third party (including any Governmental Entity) of any complaint or the purpose commencement of this Section 8.3any audit, investigation, action or proceeding (in each case, a “Claim”) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless which such Indemnified Party will have notified may be entitled to receive payment from the Indemnifying other Party in writing within a reasonable time after for any Purchaser Loss or any Seller Loss (as the summons or other first legal process giving information of the nature of the claim will have been served upon case may be), such Indemnified Party shall notify the Purchaser or the Sellers, as the case may be (or after such party will have received the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of notice of such service on any designated agent)Claim; provided, but however, that the failure to so notify the Indemnifying Party of any such claim will not shall relieve the Indemnifying Party from any liability which it may hereunder with respect to such Claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in the loss by the Indemnifying Party of (or other limitations to) rights and defenses otherwise available to the Indemnifying Party or the Indemnified Party with respect to such Claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party against whom within ten days thereafter, to assume the defense of such action is brought otherwise than on account Claim (which may be with a reservation of rights to deny liability under an indemnity), including the employment of counsel hired in consultation with the Indemnified Party (“Litigation Counsel”) and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch Litigation Counsel and other costs of such defense. In the event, except however, that the Indemnifying Party declines or fails to assume the defense of such Claim provided above or to employ Litigation Counsel, in either case within such ten-day period, then such Indemnified Party may employ counsel hired in connection with the Indemnifying Party to represent or defend the Indemnified Party in any such Claim, and the Indemnifying Party shall promptly reimburse the Indemnified Party for all reasonable fees and disbursements of such counsel and other reasonable costs of such defense (which reimbursement obligation shall accrue from the first dollar of such costs as incurred by the Indemnified Party, and which, for the avoidance of doubt, shall not be subject to the extent prior satisfaction of the Purchaser Deductible). In any event, the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in connection with such Claim, unless Litigation Counsel determines that continued representation of the failure Indemnified Party is inappropriate due to notify results in the failure a conflict of actual notice to interest under applicable ethical rules resulting from its representation of both the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, in which case, the Indemnifying Party will be entitled shall have the option of (i) appointing substitute counsel that does not believe it is subject to participate, at its own expense, in such a conflict of interest or (ii) employing and paying the defense thereoffees and disbursements of different counsel to represent such Indemnified Party. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of Notwithstanding the Indemnifying Party's ’s election to assume the defense thereofof any third party Claim, the Indemnified Party will bear shall have the fees and expenses of any additional right at its cost to employ separate counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded partieslocal counsel) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themmonitor (but not control) such defense. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, Indemnified Party (as the case may be) shall at all times use commercially reasonable efforts to keep the Indemnifying Party agrees to indemnify the or Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law (as the case may be) reasonably apprised of the parties status of the defense of any matter the defense of which it is maintaining and to this Agreement will be entitled cooperate in good faith with each other with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsuch matter.

Indemnification Procedure. Any person obligated to provide Promptly after receipt by a party seeking indemnification under this Article VIII Section 10 ("an “Indemnitee”) of notice of any pending or threatened Claim against it, such Indemnitee shall give written notice to the Party from whom the Indemnitee is entitled to seek indemnification pursuant to this Section 10 (the “Indemnifying Party" for the purpose of this Section 8.3”) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; provided that the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure so to notify the Indemnifying Party shall not relieve it of any such claim will not relieve the Indemnifying Party from any liability which that it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIany Indemnitee hereunder, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party demonstrates that it is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereofmaterially prejudiced thereby. The Indemnifying Party also will shall be entitled to assume participate in the defense thereofof such Claim and, to the extent that it elects within [***] ([***]) [***] of its receipt of notice of the Claim from the Indemnitee, to assume control of the defense and settlement of such Claim (unless the Indemnifying Party is also a party to such proceeding and the Indemnifying Party has asserted a cross claim against the Indemnified Party or a court has otherwise determined that such joint representation would be inappropriate) with counsel reasonably satisfactory to the party named in the action. After Indemnitee and, after notice from the Indemnifying Party to the Indemnified Party Indemnitee of the Indemnifying Party's its election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffClaim, the Indemnifying Party agrees shall not, as long as it diligently conducts such defense, be liable to indemnify the Indemnified Indemnitee for any Litigation Costs subsequently incurred by the Indemnitee. No compromise or settlement of any Claim may be effected by the Indemnifying Party from and against without the Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayed, provided no consent shall be required if: (A) there is no finding or admission of any loss violation of Applicable Laws or liability by reason of such settlement or judgment. A successor by law any violation of the parties to rights of any person and no effect on any other claims that may be made against the Indemnitee; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (C) the Indemnitee’s rights under this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementare not restricted by such compromise or settlement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("an “Indemnified Party" for the purpose of this Section 8.3) unless Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party will have notified in respect thereof, notify the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; provided, that (a) the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure omission to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to the such Indemnified Party against whom such action is brought Person otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnified PartyIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participateparticipate therein, and, at its own expenseelection by providing written notice to such Indemnified Person, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party named Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the actiondefense of such Indemnified Claims. After Upon receipt of notice from the Indemnifying Party to the such Indemnified Party Person of the Indemnifying Party's its election to so assume the defense thereof, of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Party will bear the fees and expenses of any additional counsel retained by itPerson, and the Indemnifying Party will shall not be liable to such party under this Agreement Indemnified Person for any legal or other expenses subsequently incurred by such party independently Indemnified Person in connection with the defense thereof or participation therein (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, unless: however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (ain addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party and the shall not have employed counsel reasonably acceptable to such Indemnified Party will have mutually agreed Person to the retention of represent such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnified Person within a reasonable time after the Indemnifying Party and has received notice of commencement of the Indemnified Party and representation of both parties by Claims from, or delivered on behalf of, the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffIndemnified Person, (iii) after the Indemnifying Party agrees to indemnify assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party from has failed or is failing to defend such claim and against any loss or liability by reason provides written notice of such settlement determination and the basis for such determination, and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or judgment(iv) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. A successor by law Notwithstanding anything herein to the contrary, the Debtors shall have sole control over any Tax controversy or Tax audit and shall be permitted to settle any liability for Taxes of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementDebtors.

Indemnification Procedure. Any person obligated For the purposes of this Clause 4, the Party claiming indemnification for Losses (the “Indemnifiable Party”), including due to provide a claim issued by a governmental authority or a third party that could constitute an indemnifiable Loss (a “Third-Party Claim”), shall notify in writing the Party responsible for the indemnification under this Article VIII ("the “Indemnifying Party" for the purpose of this Section 8.3”) will not be liable under the indemnification provisions of this Article VIII with respect to any such claim made or Third-Party Claim. In the event of a Third-Party Claim, the notice shall be given within the first 1/3 (third) of the legal period for presenting a defense or possible motion against a party entitled to indemnification under this Article VIII such claim ("Indemnified Party" “Defense”), provided however that if the legal period for Defense is 5 (five) days or less, such notice shall be given within the first half of the legal period for the purpose Defense. The Indemnifying Party shall assume the Defense of this Section 8.3the Third-Party Claim, appointing lawyers of its choice, bearing all the costs arising therefrom, and shall provide the necessary guarantees (or shall replace any such guarantee already provided by the Indemnifiable Party) unless to present or assume the Defense. The Indemnifiable Party shall provide such Indemnified Party will have notified information and documents as the Indemnifying Party in writing within a reasonable time after reasonably requests for conducting the summons or other first legal process giving information Defense. The Indemnifiable Party shall also have the right monitor the progress of the nature of Third-Party Claim, at its own expense and cost, and such Indemnifiable Party shall also be entitled to appoint its own counsel to accompany the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)defense conducted by the Indemnifying Party. Subject to Closing, but failure to notify the Indemnifying Party shall immediately assume the defense of any such claim will not relieve the Indemnifying Third-Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is Claims brought against the Indemnified Party, Party that could generate Losses for which the Indemnifying Party will be entitled to participate, at its own expense, is responsible in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, accordance with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by itthis Clause 4, and the Indemnifying Party will not shall assume the related costs and arrange for the replacement of any guarantees provided hitherto by the Indemnified Party in the context of the applicable Defense. The indemnification for Losses provided for in this Clause shall be liable to such party under this Agreement for any legal or other expenses subsequently incurred paid within 10 (ten) days of the receipt by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and of the Indemnified notice from the Indemnifiable Party will have mutually agreed of the documents evidencing the Loss incurred, including from any final decision, not subject to appeal, relating to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themLoss, as applicable. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.CLAUSE 5

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to Promptly after receipt by any claim made against a party entitled to indemnification under pursuant to Section 3.7(a) or 3.7(b) of this Article VIII Agreement (an "Indemnified Party" for ") of notice by a third party of any complaint or the purpose commencement of this Section 8.3) unless any action or proceeding with respect to which indemnification is being sought hereunder, such Indemnified Party will have notified shall notify the party obligated to provide such indemnification (the "Indemnifying Party") of such complaint or of the commencement of such action or proceeding; PROVIDED, HOWEVER, that the failure to so notify the Indemnifying Party in writing within a reasonable time after shall not relieve the summons or other first legal process giving information of Indemnifying Party from liability for such claim arising otherwise than under this Agreement, and such failure to so notify the nature of Indemnifying Party shall relieve the Indemnifying Party from liability which the Indemnifying Party may have hereunder with respect to such claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)if, but only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case in a timely manner, then such Indemnified Party may employ counsel to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; PROVIDED, HOWEVER, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to 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 litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use reasonable best efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which it is maintaining and to cooperate in good faith with the Indemnifying Party or the Indemnified Party, as the case may be, with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim will not relieve 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, unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such claim and does not contain any equitable order, judgment or term which it may have in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party's affiliates. In the event an Indemnified Party shall claim a right to payment pursuant to this Agreement, such Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party. Such notice shall specify the basis for such claim. As promptly as possible after the Indemnified Party has given such notice, such Indemnified Party and the appropriate Indemnifying Party shall establish the merits and amount of such claim (by mutual agreement or otherwise) and, within five business days of the final determination of the merits and amount of such claim, the Indemnifying Party shall deliver to the Indemnified Party against whom immediately available funds in an amount equal to such action is brought otherwise than on account of claim as determined hereunder. If for any reason the indemnification provision of provided for in this Article VIIISection 3.7 is unavailable to an Indemnified Party or is insufficient to hold it harmless as contemplated by this Section 3.7, except to the extent that the failure to notify results in the failure of actual notice to then the Indemnifying Party and such Indemnifying shall contribute to the amount paid or payable by the Indemnified Party is damaged solely as a result of failure such loss, claim, damage or liability in such proportion as is appropriate to give such notice. In case any such action is brought against reflect the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party relative fault of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation the Indemnifying Party, as well as any other relevant equitable considerations; PROVIDED that in no event shall the liability of both parties any Holder for such contribution and indemnification exceed, in the aggregate, the dollar amount of the proceeds received by such Holder upon the same counsel would be inappropriate due sale of Shares giving rise to actual or potential differing interests between themsuch indemnification and contribution obligations. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law obligations of the parties under this Section 3.7 shall be in addition to this Agreement will be entitled any liability which any party may otherwise have to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementother party.

Indemnification Procedure. Any person obligated to provide If either Party is seeking indemnification under this Article VIII Section 12.1 or 12.2, it shall inform the other Party ("the “Indemnifying Party" for ”) of the purpose claim giving rise to the obligation to indemnify pursuant to such Section(s) within [***] Business Days after receiving written notice of this Section 8.3) will the claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a claim shall not be liable under affect the indemnification provisions of this Article VIII with respect provided hereunder except to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified extent the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will have received notice actually and materially prejudiced as a result of such service on any designated agentfailure or delay to give notice), but failure to notify the . The Indemnifying Party shall have the right to assume the defense of any such claim will not relieve the Indemnifying Party from any liability for which it may have is obligated to indemnify the Indemnified Party. The Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to shall cooperate with the Indemnifying Party and such the Indemnifying Party is damaged solely Party’s insurer as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expenseexpense and with counsel of its choice, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of any claim that has been assumed by the Indemnifying Party's election . Neither Party shall have the obligation to assume indemnify the defense thereof, the Indemnified other Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) any settlement made without the Indemnifying Party and Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party will have mutually agreed Parties cannot agree as to the retention application of Section 12.1 or 12.2 as to any claim, pending resolution of the dispute pursuant to Article 15, the Parties may conduct separate defenses of such counsel; claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law 12.2 upon resolution of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementunderlying claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("an “Indemnified Party" for the purpose of this Section 8.3) unless Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party will have notified in respect thereof, notify the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; provided, that (a) the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure omission to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to the such Indemnified Party against whom such action is brought Person otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnified PartyIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participateparticipate therein, and, at its own expenseelection by providing written notice to such Indemnified Person, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party named Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the actiondefense of such Indemnified Claims. After Upon receipt of notice from the Indemnifying Party to the such Indemnified Party Person of the Indemnifying Party's its election to so assume the defense thereof, of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Party will bear the fees and expenses of any additional counsel retained by itPerson, and the Indemnifying Party will shall not be liable to such party under this Agreement Indemnified Person for any legal or other expenses subsequently incurred by such party independently Indemnified Person in connection with the defense thereof or participation therein (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, unless: however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (ain addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party and the shall not have employed counsel reasonably acceptable to such Indemnified Party will have mutually agreed Person to the retention of represent such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnified Person within a reasonable time after the Indemnifying Party and has received notice of commencement of the Indemnified Party and representation of both parties by Claims from, or delivered on behalf of, the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffIndemnified Person, (iii) after the Indemnifying Party agrees to indemnify assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party from has failed or is failing to defend such claim and against any loss or liability by reason provides written notice of such settlement determination and the basis for such determination, and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or judgment(iv) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. A successor by law Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall have sole control over any Tax controversy or Tax audit and shall be permitted to settle any liability for Taxes of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementCompany and its Subsidiaries.

Indemnification Procedure. Any The obligation of a party (the "INDEMNIFYING PARTY") to indemnify any person obligated to provide indemnification or entity (the "INDEMNIFIED PARTY") under this Article VIII ("Indemnifying Party" for Section 4.1 hereof is conditioned upon receiving from the purpose Indemnified Party written notice of this Section 8.3) will not be liable under the indemnification provisions assertion or institution of this Article VIII with respect a claim arising from or related to any claim made against liability set forth in Section 4.1 hereof (a party entitled to indemnification under this Article VIII ("Indemnified Party" for CLAIM") or of the purpose occurrence of this Section 8.3) unless such an event which the Indemnified Party will have notified reasonably believes could lead to the assertion of a Claim, specifying in reasonable detail the nature and amount of such Claim, promptly after the Indemnified Party becomes aware of such Claim or event; provided, however, that the failure of the Indemnifying Party in writing within to receive such notice on a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify timely basis shall relieve the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have its obligation to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except indemnify hereunder only if and to the extent that such failure is prejudicial to its ability to defend such Claim. Subject to the failure to notify results in the failure of actual notice to terms hereof, the Indemnifying Party shall have the absolute right, in its sole discretion and such Indemnifying Party is damaged solely as a result at its sole expense, to elect to defend, settle or otherwise protect against any Claim with legal counsel of failure its own selection reasonably satisfactory to give such notice. In case any such action is brought against the Indemnified Party, provided, however, that no Claim may be settled by the Indemnifying Party will without the consent of the Indemnified Party, which consent shall not be entitled unreasonably withheld. The Indemnified Party shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with of any Claim through counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear its own and the fees and expenses of such counsel will be at the expense of such Indemnified Party unless (i) the Indemnifying Party specifically authorized the employment of such counsel and specifically agreed to pay such counsel's fees, (ii) based on the advice of counsel, there is a conflict of interest between the position of the Indemnifying Party on the one hand and the Indemnified Party on the other hand, or (iii) the Indemnifying Party fails to assume the defense or fails to contest such action in good faith, in any additional counsel retained by itwhich case, and if the Indemnified Party notifies the Indemnifying Party that it elects to employ separate counsel, the Indemnifying Party will not have the right to assume the defense of such Claim on behalf of the Indemnified Party and the reasonable fees and expenses of such separate counsel shall be liable borne by the Indemnifying Party. The Indemnified Party shall, and shall cause its affiliates to, at all times cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make (subject to such party under this Agreement for any legal assertion of attorney-client and other applicable privileges) its employees available or other expenses subsequently incurred by such party independently otherwise render reasonable assistance to the Indemnifying Party in connection with its defense of any Claim. Subject to the next sentence, if the Indemnified Party, without the prior consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed), makes any settlement with respect to any Claim, the Indemnifying Party shall be discharged from all obligations under Section 4.1 hereof with respect to such Claim. In the event the Indemnifying Party does not undertake the defense thereof other than reasonable costs against, settlement of investigationor protection against any Claim in accordance with this Section 4.2, unless: (a) the Indemnified Party shall have the right, but not the obligation, to defend, contest, assert cross claims or counterclaims or otherwise protect against the same, to make any compromise or settlement thereof, with the consent of the Indemnifying Party which shall not be unreasonably withheld or delayed, and to recover from the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both be indemnified by the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffentire cost thereof, the Indemnifying Party agrees to indemnify the Indemnified Party from including, without limitation, legal expenses, disbursements and against any loss or liability by reason all amounts paid as a result of such Claim or the compromise or settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementthereof.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("Indemnifying Party" for the purpose of this Section 8.36.3) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("Indemnified Party" for the purpose of this Section 8.36.3) unless such Indemnified Party will shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeVI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("an “Indemnified Party" for the purpose of this Section 8.3) unless Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party will have notified in respect thereof, notify the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; provided that (a) the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure omission to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to the such Indemnified Party against whom such action is brought Person otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeAgreement. In case any such action is Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnified PartyIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participateparticipate therein, and, at its own expenseelection by providing written notice to such Indemnified Person, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereofthereof or participation therein, with counsel satisfactory reasonably acceptable to such Indemnified Person; provided, further, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party named Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the actiondefense of such Indemnified Claims. After Upon receipt of notice from the Indemnifying Party to the such Indemnified Party Person of the Indemnifying Party's its election to so assume the defense thereof, of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Party will bear the fees and expenses of any additional counsel retained by itPerson, and the Indemnifying Party will shall not be liable to such party under this Agreement Indemnified Person for any legal or other expenses subsequently incurred by such party independently Indemnified Person in connection with the defense thereof or participation therein (other than reasonable documented out-of-pocket costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, unless: however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (ain addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party and the shall not have employed counsel reasonably acceptable to such Indemnified Party will have mutually agreed Person to the retention of represent such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnified Person within a reasonable time after the Indemnifying Party and has received notice of commencement of the Indemnified Party and representation of both parties by Claims from, or delivered on behalf of, the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffIndemnified Person, (iii) after the Indemnifying Party agrees to indemnify assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party from has failed or is failing to defend such claim and against any loss or liability by reason provides written notice of such settlement determination, and such failure is not reasonably cured within ten (10) Business Days following receipt of such notice by the Indemnifying Party, or judgment. A successor by law (iv) the Indemnifying Party shall have authorized in writing the employment of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementcounsel for such Indemnified Person.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("an “Indemnified Party" for the purpose of this Section 8.3) unless Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party will have notified in respect thereof, notify the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; provided, that (a) the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure omission to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to the such Indemnified Party against whom such action is brought Person otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnified PartyIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participateparticipate therein, and, at its own expenseelection by providing written notice to such Indemnified Person, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party named Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the actiondefense of such Indemnified Claims. After Upon receipt of notice from the Indemnifying Party to the such Indemnified Party Person of the Indemnifying Party's its election to so assume the defense thereof, of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Party will bear the fees and expenses of any additional counsel retained by itPerson, and the Indemnifying Party will shall not be liable to such party under this Agreement Indemnified Person for any legal or other expenses subsequently incurred by such party independently Indemnified Person in connection with the defense thereof or participation therein (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, unless: however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (ain addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party and the shall not have employed counsel reasonably acceptable to such Indemnified Party will have mutually agreed Person to the retention of represent such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnified Person within a reasonable time after the Indemnifying Party and has received notice of commencement of the Indemnified Party and representation of both parties by Claims from, or delivered on behalf of, the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffIndemnified Person, (iii) after the Indemnifying Party agrees to indemnify assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party from has failed or is failing to defend such claim and against any loss or liability by reason provides written notice of such settlement determination and the basis for such determination, and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or judgment. A successor by law (iv) the Indemnifying Party shall have authorized in writing the employment of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementcounsel for such Indemnified Person.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.party

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("an “Indemnified Party" for the purpose of this Section 8.3) unless Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party will have notified in respect thereof, notify the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; provided that (i) the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure omission to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (ii) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to the such Indemnified Party against whom such action is brought Person otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice8. In case any such action is Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnified PartyIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participateparticipate therein, at its own expenseand, in to the defense thereof. The Indemnifying Party also will be entitled extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereofthereof or participation therein, with counsel satisfactory reasonably acceptable to such Indemnified Person; provided that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party named Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the actiondefense of such Indemnified Claims. After Upon receipt of notice from the Indemnifying Party to the such Indemnified Party Person of the Indemnifying Party's its election to so assume the defense thereof, of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Party will bear the fees and expenses of any additional counsel retained by itPerson, and the Indemnifying Party will shall not be liable to such party under this Agreement Indemnified Person for any legal or other expenses subsequently incurred by such party independently Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (A) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to any local counsel in each jurisdiction in which local counsel is required as well as in the case of any perceived or actual conflict, unless: appropriate conflict counsel) and all such expenses shall be reimbursed as they occur), (aB) the Indemnifying Party and shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the Indemnified Party will have mutually agreed to the retention of such counsel; or Claims, (bC) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party shall have failed or is failing to defend such claim, and is provided written notice of such failure by the Indemnified Party Person and representation such failure is not reasonably cured within ten (10) Business Days of both parties by the same counsel would be inappropriate due to actual receipt of such notice, or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, (D) the Indemnifying Party agrees shall have authorized in writing the employment of counsel for such Indemnified Person. Notwithstanding anything herein to indemnify the Indemnified Party from contrary, the Company and against its Subsidiaries shall have sole control over any loss Tax controversy or liability by reason of such settlement or judgment. A successor by law Tax audit of the parties Company or its Subsidiaries and shall be permitted to this Agreement will be entitled to the benefits settle any liability for Taxes of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementCompany and its Subsidiaries after due consultation with the Required Backstop Parties.

Indemnification Procedure. Any person obligated i) Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought pursuant to provide indemnification under this Article VIII 16. In case any proceeding ("including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 16, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party" for the purpose of this Section 8.3”) will not be liable under the indemnification provisions of this Article VIII with respect in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for claims that are the purpose subject matter of this Section 8.3) unless such Indemnified Party will have notified proceeding. At its option, the Indemnifying Party in writing within a reasonable time after may assume the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party defense of any such Third Party claim will not relieve the Indemnifying Party from any liability which it may have subject to indemnification as provided for in this Section 16.3 by giving written notice to the Indemnified Party against whom within ** (or until such action is brought otherwise time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than on account ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims, (i) that solely seek monetary damages and (ii) as to which the indemnification provision of this Article VIIIIndemnifying Party expressly agrees in writing that, except to the extent that the failure to notify results in the failure of actual notice to as between the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will shall be entitled solely obligated to participatesatisfy and discharge the claim in full (the matters described in (i) and (ii), at its own expense, in the defense thereof“Litigation Conditions”). The Indemnifying Indemnified Party also will be entitled may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to within the Election Time Period. If the Indemnified Party of the Indemnifying Party's election fails to assume promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense thereofof such claim, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and then the Indemnifying Party will not shall be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs relieved of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees responsibility to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementParty.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII V ("Indemnifying Party" for the purpose of this Section 8.35.4) will not be liable under the indemnification provisions of this Article VIII V with respect to any claim made against a party entitled to indemnification under this Article VIII V ("Indemnified Party" for the purpose of this Section 8.35.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIV, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. V. The indemnification provisions contained in this Article VIII V will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("an “Indemnified Party" for the purpose of this Section 8.3) unless Claim”), such Indemnified Party will have notified Person will, if a claim is to be made hereunder against the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)respect thereof, but failure to notify the Indemnifying Party promptly in writing of any such claim the commencement thereof; provided, that (a) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent that it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to the such Indemnified Party against whom such action is brought Person otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeAgreement. In case any such action is Indemnified Claims are brought against any Indemnified Person and such Indemnified Person notifies the Indemnified PartyIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participateparticipate therein and, at its own expenseelection by providing written notice to such Indemnified Person, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party named Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the actiondefense of such Indemnified Claims. After Upon receipt of notice from the Indemnifying Party to the such Indemnified Party Person of the Indemnifying Party's its election to so assume the defense thereof, of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Party will bear the fees and expenses of any additional counsel retained by itPerson, and the Indemnifying Party will shall not be liable to such party under this Agreement Indemnified Person for any legal or other expenses subsequently incurred by such party independently Indemnified Person in connection with the defense thereof or participation therein (other than reasonable documented out-of-pocket costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, unless: however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Person who is party to such Indemnified Claims (ain addition to one local counsel in each jurisdiction where local counsel is required), (ii) the Indemnifying Party and the shall not have employed counsel reasonably acceptable to such Indemnified Party will have mutually agreed Person to the retention of represent such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnified Person within a reasonable time after the Indemnifying Party and has received notice of commencement of the Indemnified Party and representation of both parties by Claims from, or delivered on behalf of, the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffIndemnified Person, (iii) after the Indemnifying Party agrees to indemnify assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party from has failed or is failing to defend such claim and against any loss or liability by reason provides written notice of such settlement determination and the basis for such determination, and such failure is not reasonably cured within ten (10) Business Days following receipt of such notice by the Indemnifying Party, or judgment. A successor by law (iv) the Indemnifying Party shall have authorized in writing the employment of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementcounsel for such Indemnified Person.

Indemnification Procedure. Any person obligated 14.3.1. Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought pursuant to provide indemnification under this Article VIII XIV. In case any proceeding ("including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article XIV, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party" for the purpose of this Section 8.3”) will not be liable under the indemnification provisions of this Article VIII with respect in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for claims that are the purpose subject matter of this Section 8.3) unless such Indemnified Party will have notified proceeding. At its option, the Indemnifying Party in writing within a reasonable time after may assume the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party defense of any such Third Party claim will not relieve the Indemnifying Party from any liability which it may have subject to indemnification as provided for in this Section 14.3 by giving written notice to the Indemnified Party against whom within ** (or until such action is brought otherwise time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than on account ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims (a) that solely seek monetary damages and (b) as to which the indemnification provision of this Article VIIIIndemnifying Party expressly agrees in writing that, except to the extent that the failure to notify results in the failure of actual notice to as between the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will shall be entitled solely obligated to participatesatisfy and discharge the claim in full (the matters described in (a) and (b), at its own expense, in the defense thereof“Litigation Conditions”). The Indemnifying Indemnified Party also will be entitled may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to within the Election Time Period. If the Indemnified Party of the Indemnifying Party's election fails to assume promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense thereofof such claim, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and then the Indemnifying Party will not shall be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs relieved of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees responsibility to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementParty.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.38.4) unless if such Indemnified Party will have notified has failed to notify in writing the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Sections 8.1(c), 8.2(c) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), as applicable, but failure to notify the Indemnifying Party of or any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the 2007-04-FIVIT 16 Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("an “Indemnified Party" for the purpose of this Section 8.3) unless Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party will have notified in respect thereof, notify the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; provided, that (a) the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure omission to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to the such Indemnified Party against whom such action is brought Person otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnified PartyIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participateparticipate therein, and, at its own expenseelection by providing written notice to such Indemnified Person, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party named Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the actiondefense of such Indemnified Claims. After Upon receipt of notice from the Indemnifying Party to the such Indemnified Party Person of the Indemnifying Party's its election to so assume the defense thereof, of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Party will bear the fees and expenses of any additional counsel retained by itPerson, and the Indemnifying Party will shall not be liable to such party under this Agreement Indemnified Person for any legal or other expenses subsequently incurred by such party independently Indemnified Person in connection with the defense thereof or participation therein (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, unless: however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (ain addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party and the shall not have employed counsel reasonably acceptable to such Indemnified Party will have mutually agreed Person to the retention of represent such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnified Person within a reasonable time after the Indemnifying Party and has received notice of commencement of the Indemnified Party and representation of both parties by Claims from, or delivered on behalf of, the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffIndemnified Person, (iii) after the Indemnifying Party agrees to indemnify assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party from has failed or is failing to defend such claim and against any loss or liability by reason provides written notice of such settlement determination and the basis for such determination, and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or judgment. A successor by law (iv) the Indemnifying Party shall have authorized in writing the employment of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementcounsel for such Indemnified Person.

Indemnification Procedure. Any person obligated A party seeking indemnification from the Company pursuant to provide indemnification under this Article VIII Section 13(a) hereof ("Indemnifying an “Indemnified Party" for ”) shall give prompt notice to the purpose Company of this Section 8.3the assertion of any claim, including any claim brought by a third party, in respect of which indemnity may be sought hereunder (a “Claim”) will not be liable under and shall give the indemnification provisions of this Article VIII Company such information with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for thereto as the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)Company may reasonably request, but no failure to notify give such notice shall relieve the Indemnifying Party Company of any such claim will not relieve liability hereunder except to the Indemnifying Party from any liability which it may extent the Company has suffered actual prejudice thereby. The Company shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent (which Notice shall state that the failure to notify results in Company expressly agrees that as between the failure of actual notice to the Indemnifying Party Company and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Company shall be solely obligated to satisfy and discharge the Claim) within thirty (30) days of receipt of notice from the Indemnified Party will of the commencement of or assertion of any Claim, to assume the defense of such Claim, using counsel selected by the Company and reasonably acceptable to the Indemnified Party; provided that the Company shall not have the right to assume the defense of a Claim (A) seeking an injunction, restraining order, declaratory relief or other nonmonetary relief against the Indemnified Party (whether or not the Company is also named as a party) or (B) if the named parties to any such action (including any impleaded parties) includes both the Indemnified Party and the Company and the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Party which are different from those available to the Company; in which case such Indemnified Party shall have the right to participate in the defense of a Claim of the type set forth in clause (A) and/or (B) above and all Damages in connection therewith shall be entitled reimbursed by the Company to the extent provided in Section 13(a). In addition, if the Company fails to give the Indemnified Party the Notice complying with the provisions stated above within the stated time period, the Indemnified Party shall have the right to assume control of the defense of the Claim and all Damages in connection therewith shall be reimbursed by the Company to the extent provided in Section 13(a) upon demand of the Indemnified Party. In any event, no party assuming the defense of any Claim shall have the right to compromise or settle any claim for non-monetary relief against the other party or any claim for monetary relief against another party without such party’s consent (which consent shall not be unreasonably withheld or denied) unless such monetary relief is paid in full by the settling party. If at any time after the Company assumes the defense of a Claim any of the conditions set forth above are no longer satisfied, the Indemnified Party shall have the same rights as if clause (A) or (B) in the preceding paragraph had been satisfied and the Company never assumed the defense of such Claim. The Company or the Indemnified Party, as the case may be, shall in any event have the right to participate, at its own expense, in the defense thereofof any Claim which the other is defending. The Indemnifying Party also will be entitled to assume Company, if it has assumed the defense thereofof any Claim in accordance with the terms hereof, with counsel satisfactory to shall have the party named in the action. After right, upon five (5) business days prior written notice from the Indemnifying Party to the Indemnified Party Party, to consent to the entry of judgment with respect to, or otherwise settle, such Claim unless (i) the Indemnifying Party's election to assume Claim involves equitable or other non-monetary damages or (ii) in the defense thereof, reasonable judgment of the Indemnified Party will bear such settlement would have a continuing material adverse effect on the fees Indemnified Party’s business (including any material impairment of its relationships with customers and expenses suppliers). In the case of any additional counsel retained by it(i) and (ii) above, and such settlement may be made only with the Indemnifying Party will written consent of the Indemnified Party, which consent shall not be liable to such party under this Agreement for any legal unreasonably withheld or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and delayed. If the Indemnified Party will otherwise assumes the defense of a Claim, it shall have mutually agreed the right to settle such Claim only with the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the Company. Whether or not the Company chooses to defend or prosecute any Claim involving a third party, all the parties to this Agreement will hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be entitled to the benefits of the indemnification contained reasonably requested in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementconnection therewith.

Indemnification Procedure. Any person Each party entitled to be indemnified pursuant to Section 3.1 and 3.2 (each, an “Indemnified Party”) shall notify the other party (the “Indemnifying Party”) in writing of any action against such Indemnified Party in respect of which the other party is or may be obligated to provide indemnification under this Article VIII ("Indemnifying Party" for pursuant to Section 3.1 or 3.2, promptly after the purpose receipt of this Section 8.3) will not be liable under notice or knowledge of the indemnification provisions commencement thereof. The omission of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure so to notify the Indemnifying Party other party of any such claim will action shall not relieve the Indemnifying Party from any liability which it may have to the such Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and shall have been prejudiced by the omission of such Indemnifying Indemnified Party is damaged solely as a result of failure so to give such noticenotify it, pursuant to this Section 3.3. In case any such action is shall be brought against the any Indemnified Party, the Indemnifying Party will shall be entitled to participateparticipate therein and, at its own expense, in to the defense thereof. The extent that the Indemnifying Party also will be entitled may wish, to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After such Indemnified Party, and after notice from the Indemnifying Party it to the such Indemnified Party of the Indemnifying Party's its election so to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement Indemnified Party for any legal or other expenses expense subsequently incurred by such party independently Indemnified Party in connection with the defense thereof other than reasonable costs nor for any settlement thereof entered into without the consent of investigationthe Indemnifying Party; provided, unless: however, that (ai) if the Indemnifying Party shall elect not to assume the defense of such claim or action or (ii) if the Indemnified Party reasonably determines (x) that there is a substantial actual conflict between the positions of the Indemnifying Party and of the Indemnified Party will have mutually agreed in defending such claim or action or (y) that there may be legal defenses available to such Indemnified Party different from or in addition to those available to the retention of such counsel; or (b) Indemnifying Party, then separate counsel for the named parties Indemnified Party shall be entitled to any such proceeding (including any impleaded parties) include both participate in and conduct the defense, and the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not shall be liable for any settlement of any proceeding effected without its written consent but if settled with such consent reasonable legal or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify other expenses incurred by the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementconnection therewith.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide If a Buyer Indemnified Party or a Seller Indemnified Party seeks indemnification under this Article VIII IX, such party ("the “Indemnified Party”) shall give reasonably prompt written notice to the other party (the “Indemnifying Party" for ”) of the purpose of this Section 8.3) will not facts and circumstances giving rise to the claim. If any suit, action, claim or Liability shall be liable under brought or asserted by any third party which, if adversely determined, would entitle the indemnification provisions of Indemnified Party to indemnity pursuant to this Article VIII with respect IX, the Indemnifying Party may, if it so elects by written notice to any the Indemnified Party given within fifteen (15) days of the Indemnifying Party’s receipt of the notice of commencement thereof (which written notice shall include an acknowledgement that such claim made against a party entitled to indemnification is one for which the Indemnifying Party is responsible under this Article VIII IX), assume and control the defense thereof ("and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all necessary expenses; provided that, the Indemnifying Party shall not have the right to assume control of such defense if the claim as to which the Indemnifying Party seeks to assume control involves or relates to: (a) a claim for non-monetary relief; (b) criminal or quasi-criminal allegations; (c) a claim asserted by or on behalf of a customer, supplier or borrower of the Indemnified Party or its Affiliates and the loss of the commercial relationship with such customer, supplier or borrower, in the reasonable judgment of the Indemnified Party" for , would be materially adverse to the purpose Indemnified Party; or (d) a proceeding in which the Indemnifying Party is also a named party and the interests of this Section 8.3) unless such the Indemnifying Party would reasonably be expected to conflict with the interests of the Indemnified Party. In the event that the Indemnified Party will has the right to retain exclusive control of the defense of such claim due to a failure of the Indemnifying Party to satisfy any of the requirements set forth above, the Indemnified Party shall use good faith efforts, consistent with prudent business judgment, to defend such claim. If the Indemnifying Party is permitted to assume and control the defense and elects to do so, the Indemnified Party shall have notified the right to employ counsel separate from counsel employed by the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled and to participate, at its own expense, participate in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear but the fees and expenses of any additional such counsel retained employed by it, and the Indemnified Party shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred in writing; (ii) the Indemnifying Party has been advised by such party independently in connection with the defense thereof other than counsel that a reasonable costs likelihood exists of investigation, unless: (a) a conflict of interest between the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counselParty; or (biii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party has failed to assume the defense and employ counsel; in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party. Any settlement or compromise made or caused to be made by the Indemnified Party and representation or the Indemnifying Party, as the case may be, of both parties by any such claim, suit, action or proceeding of the same counsel would be inappropriate due kind referred to actual or potential differing interests between them. The Indemnifying Party will in this Section 9.3 shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify binding upon the Indemnified Party from and against any loss or liability by reason of such settlement the Indemnifying Party, as the case may be, without its prior written consent, which consent shall not be unreasonably withheld, conditioned or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementdelayed.

Indemnification Procedure. Any person obligated All claims for indemnification pursuant to provide indemnification under this Article VIII Sections 11.1 or 11.2 ("Indemnifying “Claims”) shall be made in a reasonably detailed writing, which shall include, without limitation, the amount so demanded for such Claim (to the extent readily calculable), by the party seeking to be indemnified (the “Indemnified Party" for ”) and sent to the purpose addresses set forth in the notice provisions set forth herein (the “Indemnification Notice”). The making of this Section 8.3) will not be liable under a Claim pursuant to a properly delivered and reasonably detailed Indemnification Notice shall toll the indemnification provisions running of this Article VIII the limitation period set forth above with respect to any claim made against a that specific Claim. The party entitled from which indemnification is sought (the “Indemnifying Party”) shall have ten (10) days after such Indemnification Notice is received to indemnification under this Article VIII either ("i) agree to the Indemnified Party" ’s demand, or (ii) refuse such demand for the purpose of this Section 8.3) unless such Indemnified Party will have notified indemnification. Should the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure fail to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have respond to the Indemnified Party against whom Party’s Indemnification Notice within such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Partyten (10) day period, the Indemnifying Party will shall be entitled deemed to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason as requested in such Indemnification Notice. In the event that the Indemnifying Party refuses to indemnify the Indemnified Party pursuant to such Indemnification Notice, the Indemnified Party shall be free to pursue such Claim for indemnity pursuant to the terms of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits with any court of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementcompetent jurisdiction.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after an Indemnified Party has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Article VIII Agreement ("Indemnifying Party" for each a “Third-Party Claim”), the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified shall give the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received written notice of such service on any designated agent)Third-Party Claim, but failure to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the such Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result materially prejudiced by such failure. Such notice shall state the nature and the basis of failure such Third-Party Claim to give such noticethe extent then known. In case any such action is brought against The Indemnifying Party shall have the right to defend, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party will be entitled pursues the same diligently and in good faith; provided that, notwithstanding anything to participatethe contrary in this Section 8.5, at its own expense, in the defense thereof. The Indemnifying Party also will shall not be entitled to assume the defense thereofof any Third-Party Claim (and, with counsel satisfactory to the party named in the action. After notice from extent the Indemnifying Party has assumed the defense, shall transfer control of such defense to the Indemnified Party) if (a) such Third-Party Claim seeks equitable relief or such Third-Party Claim involves a criminal action, (b) the Indemnifying Party shall not have assumed the defense of such Third-Party Claim within 10 Business Days of receipt of a notice of such Claim for indemnity or (c) such Third-Party Claim exceeds the Indemnity Cap. If the Indemnifying Party undertakes to defend, it shall promptly, and in no event later than 10 Business Days, notify the Indemnified Party of the Indemnifying Party's election its intention to assume the defense thereofdo so, and the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection shall cooperate with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and its counsel in all commercially reasonable respects in the Indemnified defense thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party will have mutually agreed to the retention of such counsel; or (b) the named parties to with any such proceeding (including any impleaded parties) include both books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party and representation shall be at the cost of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themIndemnifying Party. The After the Indemnifying Party will has notified the Indemnified Party of its intention to undertake to defend any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any settlement additional legal expenses incurred by the Indemnified Party in connection with any defense of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and (ii) if (A) the Indemnifying Party has within ten (10) Business Days after the Indemnified Party provides written notice of a Third-Party Claim, failed (1) to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (2) to notify the Indemnified Party of such assumption or (B) if the defendants in any proceeding effected without its written consent but if settled with such consent action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if there is the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a final judgment for separate counsel and to assume such legal defense and otherwise to participate in the plaintiffdefense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party agrees shall not consent to indemnify the settlement of, or the entry of any judgment arising from, any indemnified Third-Party Claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld), unless the settlement thereof, or the entry of any judgment arising therefrom, imposes no liability or obligation on, and includes a complete release from liability of, and against does not include any loss admission of wrongdoing or liability by reason of such settlement or judgment. A successor by law of malfeasance by, the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIIIIndemnified Party. The indemnification provisions contained remedies provided for in this Article VIII will survive are cumulative and are not exclusive of any termination of this Agreementremedies that may be available to a party at law or in equity or otherwise.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against If a party entitled to indemnification under this Article VIII hereunder ("Indemnified Party" for ") is aware that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of indemnification under this Article XV (whether or not the purpose amount of this Section 8.3) unless the claim is then quantifiable), such Indemnified Party shall promptly give written notice thereof to the other party ("Indemnitor"), and the Indemnified Party will have notified thereafter keep the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information Indemnitor reasonably informed with respect thereto, provided that failure of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received to give the Indemnitor prompt notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will as provided herein shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account Indemnitor of the indemnification provision of this Article VIII, its obligations hereunder except to the extent extent, if any, that the failure to notify results in Indemnitor's rights shall have been prejudiced or the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeIndemnitor's liability shall have been materially increased thereby. In case any such action action, suit or proceeding is brought against an Indemnified Party, the Indemnitor shall be entitled to participate in (and, in its discretion, to assume) the defense thereof with counsel reasonably satisfactory to the Indemnified Party, provided, however, that the Indemnifying Indemnified Party will shall be entitled to participateparticipate in any such action, suit or proceeding with counsel of its own choice at the expense of the Indemnitor if, in the good faith judgment of the Indemnified Party's counsel, representation by the Indemnitor's counsel may present a conflict of interest or there may be defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, in form and substance reasonably satisfactory to the Indemnified Party and its counsel, from all liability with respect to such claim, action, suit or proceeding. If the Indemnitor assumes the defense of any claim, action, suit or proceeding as provided in this Section 15.3, the Indemnified Party shall be permitted to join in the defense thereof with counsel of its own selection and at its own expense, in . If the defense thereof. The Indemnifying Party also will be entitled to Indemnitor shall not assume the defense thereofof any claim, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, suit or proceeding, the Indemnified Party will bear may defend against such claim, action, suit or proceeding in such manner as it may deem appropriate, provided that an Indemnified Party shall not settle any claim, action, suit or proceeding which would give rise to the fees and expenses Indemnitor's liability under its indemnity without the prior written consent of any additional counsel retained by itthe Indemnitor, and the Indemnifying Party will which consent shall not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for a) Promptly after receipt by an Indemnified Party of notice from a third party of a threatened or filed complaint or the purpose threatened or actual commencement of this Section 8.3any audit, investigation, action or proceeding (a “Third Party Claim”) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party which such Indemnified Party may be entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless hereunder, such Indemnified Party will have notified shall provide written notification to Buyer, Seller or Ascribe, as the case may be, but in any event not later than 30 calendar days after receipt of such notice of such Third Party Claim, whichever is the appropriate indemnifying Party hereunder (the “Indemnifying Party”); provided, however, that the failure to so notify the Indemnifying Party in writing within a reasonable time after shall relieve the summons or other first legal process giving information of Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the nature of the claim will have been served upon extent that, such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve results in (i) the forfeiture by the Indemnifying Party from any liability which it may have of rights and defenses otherwise available to the Indemnified Indemnifying Party with respect to such claim or (ii) material prejudice to the Indemnifying Party with respect to such claim. Buyer shall have the right, at its sole discretion, to control the defense of any Third Party Claim that (1) relates to the Business or the Company or any of its Subsidiaries, including those asserted on behalf of a customer or supplier of any Group Company, (2) seeks an injunction or other equitable relief against whom such action is brought otherwise than on account any Group Company or with respect to the Business or (3) alleges criminal liability with respect to any Group Company (together, the “Buyer Controlled Claims”), including the employment of counsel reasonably satisfactory to Seller and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch counsel, except and, to the extent that a Buyer Controlled Claim is required to be indemnified by Seller pursuant to Section 9.2, Buyer’s reasonable expenses related to the failure defense of a Buyer Controlled Claim shall be borne and paid exclusively by Seller; provided, Seller shall have the right to notify results participate in the failure defense of actual any Buyer Controlled Claim with counsel selected by them subject to Buyer’s right to control the defense thereof and Seller’s reasonable expenses related to such participation in a Buyer Controlled Claim shall be borne and paid exclusively by Seller. The Buyer Indemnified Parties shall at all times use reasonable efforts to keep Seller reasonably apprised of the status of any Buyer Controlled Claim and to cooperate in good faith with each other with respect to the defense of any such matter. For any Third Party Claim that is not a Buyer Controlled Claim, upon written notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in shall have the defense thereof. The Indemnifying Party also will be entitled right to assume the defense thereof, of such Third Party Claim at the Indemnifying Party’s sole expense and with counsel reasonably satisfactory to the party named in the action. After notice from the Indemnifying Party to Indemnified Party; provided, that the Indemnified Party may join in the defense of such Third Party Claim at its sole expense and with counsel reasonably satisfactory to the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII V ("Indemnifying Party" for the purpose of this Section 8.35.3) will not be liable under the indemnification provisions of this Article VIII V with respect to any claim made against a party entitled to indemnification under this Article VIII V ("Indemnified Party" for the purpose of this Section 8.35.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIV, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will win be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, thereto with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. V. The indemnification provisions contained in this Article VIII V will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("an “Indemnified Party" for the purpose of this Section 8.3) unless Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party will have notified in respect thereof, notify the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; provided that (a) the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure omission to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to the such Indemnified Party against whom such action is brought Person otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeIX. In case any such action is Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnified PartyIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participateparticipate therein, at its own expenseand, in to the defense thereof. The Indemnifying Party also will be entitled extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereofthereof or participation therein, with counsel satisfactory reasonably acceptable to such Indemnified Person; provided that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party named Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the actiondefense of such Indemnified Claims. After Upon receipt of notice from the Indemnifying Party to the such Indemnified Party Person of the Indemnifying Party's its election to so assume the defense thereof, of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Party will bear the fees and expenses of any additional counsel retained by itPerson, and the Indemnifying Party will shall not be liable to such party under this Agreement Indemnified Person for any legal or other expenses subsequently incurred by such party independently Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, unless: however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (ain addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party and shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the Indemnified Party will have mutually agreed to the retention of such counsel; or Claims, (biii) the named parties to any such proceeding (including any impleaded parties) include both after the Indemnifying Party and assumes the defense of the Indemnified Party Claims and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, determines in good faith that the Indemnifying Party agrees shall have failed or is failing to indemnify defend such claim, and is provided written notice of such failure by the Indemnified Party from Person and against any loss or liability by reason such failure is not reasonably cured within ten (10) Business Days of receipt of such settlement notice, or judgment(iv) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. A successor by law Nothing in this Section 9.2 shall limit the ability that the Debtors and the Reorganized Debtors otherwise have (i) to have sole control over any Tax controversy or Tax audit of the parties Debtors or the Reorganized Debtors or (ii) to this Agreement will be entitled to the benefits settle any liability for Taxes of the indemnification contained in this Article VIIIDebtors or the Reorganized Debtors. The indemnification provisions contained Debtors or Reorganized Debtors, as applicable, shall give prompt notice to all relevant Backstop Parties of any material changes or events in this Article VIII will survive any termination of this Agreementconnection with a Tax controversy or audit.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated (a) Promptly after receipt by a Buyer Indemnified Party or a Seller Indemnified Party (and any other Seller Subject Parties) (hereinafter collectively referred to provide indemnification under this Article VIII as an “Indemnified Party”) of notice by a third party ("Indemnifying Party" for including any Governmental Authority) of any Actions or the purpose commencement of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any audit with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless which such Indemnified Party will have notified may be entitled to receive payment hereunder for any Buyer Losses or any Seller Losses (as the case may be), Buyer or Seller, as applicable, shall notify Buyer or Seller, as the case may be (in such capacity, Buyer or Seller are hereinafter referred to as an “Indemnifying Party”), of such Action; provided, however, that the failure to so notify the Indemnifying Party in writing within will relieve the Indemnifying Party from liability under this Agreement with respect to such Action or audit only if, and only to the extent that, the defense of such Actions is prejudiced as a reasonable time after the summons or other first legal process giving information result of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Party. The Indemnifying Party from any liability which it may will have the right, at its sole expense, upon written notice delivered to the Indemnified Party against whom within fifteen (15) calendar days after receiving such action is brought otherwise than on account notice, to assume the defense of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to such Action with counsel selected by the Indemnifying Party and such reasonably satisfactory to the Indemnified Party. In the event, however, that the Indemnifying Party is damaged solely as a result declines or fails to (1) assume the defense of failure the Action on the terms provided above or (2) employ counsel reasonably satisfactory to give such notice. In case any such action is brought against the Indemnified Party, in any case within such fifteen (15) day period, then such Indemnified Party may employ counsel to represent or defend it in any such Action and the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory (subject to the party named in other terms and provisions of this Agreement) pay the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the reasonable fees and expenses disbursements of any additional such counsel retained by itas incurred; provided, and however, that the Indemnifying Party will not be liable required to such party under this Agreement pay the fees and disbursements of more than one counsel for all Indemnified Parties in any legal or other expenses subsequently incurred by such party independently jurisdiction in any single Action. For avoidance of doubt, the fees and disbursements of counsel of any Buyer Indemnified Party in connection with a Buyer Loss shall be satisfied solely by receiving from the defense thereof other than reasonable costs Escrow Agent a portion of investigationthe General Escrow Amount in an amount equal to such fees and disbursements. In any Action with respect to which indemnification is being sought hereunder, unless: (a) the Indemnifying Party and the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such Action, will have mutually agreed the right to the retention of participate in such counsel; or (b) the named parties matter and to any retain its own counsel at such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themParty’s own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will not be liable for any settlement at all times use all commercially reasonable efforts to (i) diligently conduct the defense of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment Action for which they are maintaining the plaintiff, the Indemnifying Party agrees to indemnify defense and (ii) keep the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law the Indemnifying Party, as the case may be, reasonably apprised of the parties status of the defense of any Action the defense of which they are maintaining and to this Agreement will be entitled cooperate in good faith with each other with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsuch Action.

Indemnification Procedure. Any person obligated In the event that any Claim for which a party (an "Indemnifying Party"), would be liable to provide indemnification the another party under this Article VIII 17 ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII (an "Indemnified Party" for the purpose of this Section 8.3") unless such is asserted against or sought to be collected from an Indemnified Party will have notified by a third party, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)Claim, but the failure so to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of its obligations under this Article VIII17, except to the extent the Indemnifying Party demonstrates that the failure defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (the "Notice Period") to notify results in the failure Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party's sole cost and expense, to defend the Indemnified Party against such Claim; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of actual notice to the Indemnifying Party and such not prejudicial to the Indemnifying Party is damaged solely as a result of failure to give such noticeParty. In case any such action is brought against the Indemnified Party, If the Indemnifying Party will be entitled elects to participateassume the defense of any such Claim, the Indemnified Party shall have the right to employ separate counsel at its own expense, expense and to participate in the defense thereof. The If the Indemnifying Party also will elects not to assume the defense of such Claim (or fails to give notice to the Indemnified Party during the Notice Period), the Indemnified Party shall be entitled to assume the defense thereof, of such Claim with counsel satisfactory to of its own choice, at the party named in the action. After notice from the Indemnifying Party to the Indemnified Party expense of the Indemnifying Party's election to assume . If the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include Claim is asserted against both the Indemnifying Party and the Indemnified Party and representation based on the advice of both parties by counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel would be inappropriate due to actual or potential differing interests between them. The represent both the Indemnifying Party will and the Indemnified Party, the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be liable responsible for paying for more than one separate firm of attorneys to represent all of the Indemnified Parties, regardless of the number of Indemnified Parties. If the Indemnifying Party elects to assume the defense of such Claim, (i) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party's written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement of any proceeding thereof effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will (which shall not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementunreasonably withheld).

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for i) Promptly after receipt by a Purchaser Indemnified Party of notice by a third party of any complaint or the purpose commencement of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any action or proceeding with respect to any claim made against a party entitled to which indemnification is being sought under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless Agreement, such Purchaser Indemnified Party will have notified shall notify the Indemnifying Party in writing within a reasonable time after the summons Seller of such complaint or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice commencement of such service on any designated agent)action or proceeding; provided, but however, that failure to so notify the Seller shall not relieve the Seller from liability for such claims except and only to the extent that such failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify Seller results in the failure of actual forfeiture of, or otherwise prejudices the Seller's ability to establish, rights and defenses otherwise available to the Seller with respect to such claim. The Seller shall have the right, upon written notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Purchaser Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereofof such action or proceeding, with including the employment of counsel reasonably satisfactory to the party named in the action. After notice from the Indemnifying Party to the Purchaser Indemnified Party and the payment of the Indemnifying Party's election fees and disbursements of such counsel as incurred. If the Seller does not elect to assume control of the defense of any such claims, the Seller shall be bound by the results otherwise obtained with respect to such claim. In the event, however, that the Seller declines or fails to assume the defense thereofof the action or proceeding or to employ counsel reasonably satisfactory to such Purchaser Indemnified Party, the in either case in a timely manner, then such Purchaser Indemnified Party will bear may employ counsel to represent or defend it in any such action or proceeding and the Seller shall pay the reasonable fees and disbursements of such counsel upon receipt of an invoice; provided, however, that the Seller shall not be required to pay the fees and expenses disbursements of more than one counsel for all Purchaser Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought under this Agreement, the Purchaser Indemnified Parties or the Seller, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Purchaser Indemnified Parties or the Seller, as the case may be, shall at all times use reasonable efforts to keep the Seller or the Purchaser Indemnified Parties, as the case may be, reasonably apprised of the status of the defense of any additional counsel retained by itclaim the defense of which they are maintaining, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or cooperate in good faith with each other expenses subsequently incurred by such party independently in connection with respect to the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementaction.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless if such Indemnified Party will have notified has failed to notify in writing the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Sections 8.1(c), 8.2(c) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), as applicable, but failure to notify the Indemnifying Party of or any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying PartyINDEMNIFYING PARTY" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified PartyINDEMNIFIED PARTY" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified Party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated (a) Promptly after receipt by a Buyer Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to provide indemnification under this Article VIII as an “Indemnified Party”) of notice by a third party ("Indemnifying Party" for including any Governmental Authority) of any complaint or the purpose commencement of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any audit, investigation, action or proceeding with respect to any claim made against a party which such Indemnified Party may be entitled to indemnification under this Article VIII receive payment from any other party for any Buyer Losses or any Seller Losses ("Indemnified Party" for as the purpose of this Section 8.3) unless case may be), such Indemnified Party will have notified notify Buyer or the Sellers’ Representative, as the case may be (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party in writing within a reasonable time after will relieve the summons or other first legal process giving information of Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the nature of the claim will have been served upon extent that, such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve results in the forfeiture by the Indemnifying Party from any liability which it may of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party against whom within ten (10) days thereafter assuming full responsibility for any Buyer Losses or Seller Losses (as the case may be) resulting from such audit, investigation, action is brought otherwise than on account or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch counsel; provided, except however, that, the Indemnifying Party will not have the right to the extent that the failure to notify results assume such defense if (i) in the failure reasonable opinion of actual notice to counsel for the Indemnified Party, there is a reasonable likelihood of a material conflict of interest between the Indemnifying Party and such Indemnifying Party is damaged solely as the Indemnified Party, (ii) the claim for indemnification relates to or arises in connection with a result of failure to give such notice. In case any criminal proceeding, (iii) the principal relief sought by such action is brought an injunction or equitable relief against the Indemnified Party, (iv) Buyer reasonably believes that Buyer Losses relating to such claim could exceed the maximum amount that the Buyer Indemnified Parties could then be entitled to receive under this Article XI or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such audit, investigation, action or proceeding. Should an Indemnifying Party assume the defense of a third-party claim in accordance with this Section 11.03, the Indemnifying Party shall not be liable to the Indemnified Party for any of the Indemnified Party’s legal expenses incurred by the Indemnified Party in connection with the investigation or defense thereof. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such ten (10) day period, or if the Indemnifying Party is otherwise not entitled to assume such defense, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to reimburse the Indemnified Party of for the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the reasonable fees and expenses disbursements of any additional such counsel retained by itupon the final, and non-appealable resolution of such audit, investigation, action, or proceeding; provided, however, that the Indemnifying Party will not be liable required to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and reimburse the Indemnified Party will have mutually agreed for the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, will have the right to participate in such matter and representation of both parties by the same to retain its own counsel would be inappropriate due to actual or potential differing interests between themat such Party’s own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, at all times use reasonable efforts to keep the Indemnifying Party agrees to indemnify or the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law Party, as the case may be, reasonably apprised of the parties status of the defense of any matter the defense of which they are maintaining and to this Agreement will be entitled cooperate in good faith with each other with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsuch matter.

Indemnification Procedure. Any person obligated to provide (i) The Person seeking indemnification under this Article VIII Section 5.3 ("the “Indemnified Party”) shall give to the party(ies) from whom indemnification is sought (the “Indemnifying Party" for the purpose ”) prompt written notice of any third-party claim which may give rise to any indemnity obligation under this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it5.3, and the Indemnifying Party will have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying the Indemnified Party within 10 days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. If the Indemnified Party desires to participate in any such defense assumed by the Indemnifying Party, it may do so at its sole cost and expense; provided, however, that the Indemnified Party will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if, in the reasonable judgment of counsel to the Indemnified Party, a conflict or potential conflict exists, or there are separate or additional defenses available to the Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party declines to assume any such defense or fails to diligently pursue any such defense, then the Indemnifying Party will be liable to such party under this Agreement for any legal or other all reasonable costs and expenses subsequently incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such party independently claim, including reasonable fees and disbursements of counsel. The parties hereto agree to cooperate with each other in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themclaim. The Indemnifying Party will not be liable for any settlement not, without the prior written consent of the Indemnified Party, settle, compromise, or consent to the entry of any proceeding effected without its written judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a consent but if settled with such consent order, injunction or if there is a final judgment for decree that would restrict the plaintiff, the Indemnifying Party agrees to indemnify future activity or conduct of the Indemnified Party from or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and against any loss or (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability by reason arising out of such settlement or judgmentclaim and any related claim. A successor by law The Indemnified Party will not, without the prior written consent of the parties to this Agreement Indemnifying Party, which will not be entitled unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the benefits entry of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementjudgment with respect to any such claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for a) Promptly following receipt by an Indemnified Party of notice by a third party (including any Governmental Entity) of any complaint or the purpose commencement of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any audit, investigation, action or proceeding with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless which such Indemnified Party will have notified may be entitled to receive payment from the Indemnifying other Party in writing within a reasonable time after for any Purchaser Loss or Shareholder Loss (as the summons or other first legal process giving information of the nature of the claim will have been served upon case may be), such Indemnified Party shall notify the Purchaser or the Shareholder, as the case may be (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of such complaint or after such party will have received notice of the commencement of such service on any designated agent)audit, but investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party of any such claim will not shall relieve the Indemnifying Party from any liability which it may have hereunder with respect to such claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in harm to the Indemnifying Party. The Indemnifying Party may, upon written notice delivered to the Indemnified Party against whom within twenty (20) days thereafter assuming full responsibility for any Purchaser Losses or Shareholder Losses (as the case may be) resulting from such audit, investigation, action is brought otherwise than on account or proceeding, assume the defense of the indemnification provision of this Article VIIIsuch audit, except investigation, action or proceeding, to the extent that such audit, investigation, action or proceeding involves solely monetary damages, including the failure to notify results in the failure employment of actual notice counsel reasonably satisfactory to the Indemnifying Indemnified Party and the payment of the fees and disbursements of such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Partycounsel; provided, the however, that an Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will not be entitled to assume the defense thereofof any audit, with counsel satisfactory to investigation, action or proceeding if (i) such claim may result in criminal liability of, or equitable remedies against, the party named in the action. After notice from the Indemnifying Party to Indemnified Party; or (ii) the Indemnified Party reasonably believes that the interests of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed with respect to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both claim are in conflict with one another, and as a result, the Indemnifying Party and may not adequately represent the interests of the Indemnified Party in such claim. If, however, the Indemnifying Party declines or fails to assume, or is not permitted to assume, the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such twenty (20) day period, or if the Indemnifying Party is not entitled to assume the defense of the audit, investigation, action or proceeding in accordance with the preceding sentence, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and representation the Indemnifying Party shall pay the reasonable fees and disbursements of both parties by such counsel for the same Indemnified Party as incurred; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel would be inappropriate due for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. If the Indemnifying Party fails to actual diligently prosecute the defense of any audit, investigation, action or potential differing interests between themproceeding, the Indemnified Party may pay, compromise, and defend such audit, investigation, action or proceeding and seek indemnification for any and all claims, liabilities, losses, damages, costs, expenses, penalties, fines, judgments and fees based upon, arising from or relating to such audit, investigation, action or proceeding. In any audit, investigation, action or proceeding for which indemnification is being sought hereunder the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, may participate in such matter and to retain its own counsel at such Party’s own expense. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party agrees to indemnify or the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law (as the case may be) reasonably apprised of the parties status of the defense of any matter the defense of which it is maintaining and to this Agreement will be entitled cooperate in good faith with each other with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsuch matter.

Indemnification Procedure. Any person obligated Promptly after receipt by an Indemnitee of notice of the commencement of any action or proceeding in respect of which indemnity may be sought by such Indemnitee pursuant to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not 6.1 or 6.2, such Indemnitee will, if a claim in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the an Indemnifying Party in writing within a reasonable time after the summons under Section 6.1 or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)6.2, but failure to notify the Indemnifying Party of any such claim the commencement thereof, but the omission so to notify the Indemnified Party will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIany Indemnitee under Section 6.1 or 6.2 or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and is prejudiced by such Indemnifying Party is damaged solely as a result of failure to give such noticeomission. In case any such action or proceeding is brought against any Indemnitee and it notifies an Indemnifying Party of the Indemnified Partycommencement thereof, the Indemnifying Party will be entitled to participateparticipate therein and, at its own expense, in to the defense thereof. The Indemnifying Party also will be entitled extent that it may wish to assume the defense thereof, with and if it assumes such defense, it shall retain counsel reasonably satisfactory to such Indemnitee to represent the Indemnitee and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless in the reasonable judgment of the Indemnitee separate and conflicting defenses are available to such Indemnitee, in which event the Indemnitee may select one firm of separate counsel reasonably satisfactory to the party named in Indemnifying Party for purposes of defending such action, whose fees and expenses shall be borne by the actionIndemnifying Party, provided that the Indemnifying Party shall not be responsible for the fees and expenses of more than one counsel for all such Indemnitees. After notice from the Indemnifying Party to the Indemnified Party such Indemnitee of the Indemnifying Party's its election so to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not (except as otherwise provided herein) be liable to such party Indemnitee under this Agreement Sections 6.1 or 6.2 for any legal or other expenses subsequently incurred by such party independently Indemnitee in connection with the defense thereof other than reasonable costs of investigation, unless: (a) . If the Indemnifying Party and elects not to assume the Indemnified Party will have mutually agreed to the retention defense of such counsel; a claim or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party action, it will not be liable obligated to pay the fees and expenses of more than one counsel for the Indemnitee with respect to such claim or action. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of any Indemnitee which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such action or proceeding. No Indemnifying Party shall be subject to any liability for any settlement of any proceeding effected made without its written consent, which consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will shall not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated (a) Subject to provide indemnification the provisions of Section 8.3(d), the indemnified party (the "INDEMNIFIED PARTY") shall give the indemnifying party (the "INDEMNIFYING PARTY") prompt notice of any Losses (or potential Losses) which may be covered under this Article VIII and such notice shall state the basis for the claim, action or proceeding and the amount thereof (to the extent such amount is determinable at the time when such notice is given). In the event the notice relates to a claim, assertion, action, suit or proceeding by a third party ("Indemnifying Party" THIRD PARTY CLAIM") for which indemnification is provided hereunder, the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified shall permit the Indemnifying Party (or its insurance company) to assume the defense of such claim, assertion, action, suit or proceeding and the Indemnifying Party (or its insurance company) may (i) prior to the commencement of any proceedings in writing connection with such Losses, undertake the negotiation of any resolution of the dispute relating to such Losses, including in accordance with the terms hereof any settlement or release, or (ii) undertake the defense of any proceeding (including any alternative dispute resolution proceeding) regarding such Losses by selecting legal counsel who shall be reasonably acceptable to the Indemnified Party. Failure of the Indemnifying Party to notify an Indemnified Party of its election to undertake the Indemnified Party's defense of a Third Party Claim within a reasonable time time, but in no event more than thirty (30) days after the summons or other first legal process giving information of the nature of the claim will notice thereof shall have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)given to the Indemnifying Party, but failure to notify shall be deemed a waiver by the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have its right to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in undertake the defense thereofof such Third Party Claim. The Indemnifying Party also will be entitled to assume the defense thereofWillxxx Xxxx & Xallagher, with Neal, Gerber & Eisexxxxx xxx counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of for the Indemnifying Party's election insurance company shall be deemed reasonably acceptable to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementParty.

Indemnification Procedure. Any person obligated (a) Promptly after receipt by a Purchaser Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to provide indemnification under this Article VIII as an "Indemnified Party") of notice by a third party (including any Governmental Entity) of any complaint or the commencement of any Proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other Party for any Purchaser Losses or Seller Losses, as the case may be, such Indemnified Party shall notify Purchaser, Superfly or Seller, as the case may be (the "Indemnifying Party" for "), promptly following the purpose Indemnified Party's receipt of such complaint or of notice of the commencement of such Proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Section 8.3) will not be liable under the indemnification provisions of this Article VIII Agreement with respect to any such claim made against a party entitled only if, and only to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless extent that, such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve results in the forfeiture by the Indemnifying Party from any liability which it may of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party against whom within 10 days thereafter assuming full responsibility for any Purchaser Losses or Seller Losses, as the case may be, resulting from such action is brought otherwise than on account Proceeding, to assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch counsel. If, except to the extent that the failure to notify results in the failure of actual notice to however, the Indemnifying Party and such Indemnifying Party is damaged solely as a result declines or fails to assume the defense of failure the Proceeding on the terms provided above or to give such notice. In case any such action is brought against employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 10 day period, then such Indemnified Party may employ counsel to represent or defend it in any such Proceeding and the Indemnifying Party will be entitled to participate, at its own expense, in pay the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the reasonable fees and expenses disbursements of any additional such counsel retained by itas incurred; provided, and however; that the Indemnifying Party will not be liable required to such party under this Agreement pay the fees and disbursements of more than one counsel for all Indemnified Parties in any legal or other expenses subsequently incurred by such party independently jurisdiction in connection any single Proceeding. In any Proceeding with the defense thereof other than reasonable costs of investigationrespect to which indemnification is being sought hereunder, unless: (a) the Indemnifying Party and the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, will have mutually agreed the right to the retention of participate in such counsel; or (b) the named parties matter and to any retain its own counsel at such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themparty's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, at all times use reasonable efforts to keep the Indemnifying Party agrees to indemnify or the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law Party, as the case may be, reasonably apprised of the parties status of the defense of any matter the defense of which they are maintaining and to this Agreement will be entitled cooperate in good faith with each other with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsuch matter.

Indemnification Procedure. Any person obligated Upon the occurrence of any claim for which indemnification is believed to provide indemnification be due under this Article VIII Agreement, other than any claim discussed in Section 9.7 below, the party seeking indemnification (the "Indemnified Party") shall provide notice of such claim (a "Claim Notice") to the party (including each person who may be held jointly and severally liable with such person) from whom indemnification is sought (the "Indemnifying Party" "). The Claim Notice shall state in general terms the circumstances giving rise to the claim, specify the amount of the claim (or an estimate thereof), and make a request for the purpose of this Section 8.3) will not any payment then believed due. A Claim Notice shall be liable under the indemnification provisions of this Article VIII with respect to any claim made conclusive against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Indemnifying Party will have notified in all respects 30 days after receipt by the Indemnifying Party in writing unless, within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Partyperiod, the Indemnifying Party will be entitled to participate, at its own expense, in sends the defense thereofIndemnified Party a notice disputing the propriety or amount of the claim (a "Dispute Notice"). The Indemnifying Party also will be entitled to assume Any Dispute Notice shall describe the defense thereof, with counsel satisfactory to basis for such objection and the party named in amount of the action. After notice from claim that the Indemnifying Party does not believe should be subject to the Indemnified Party indemnification. Upon receipt of the Indemnifying Party's election to assume the defense thereofany Dispute Notice, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will shall use reasonable efforts to cooperate and arrive at a mutually acceptable resolution of the dispute within the next 30 days. If a resolution is not be liable reached within the 30-day period, either party may submit the dispute to such party under this Agreement arbitration in accordance with Section 11.5. No claim for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and indemnification against any loss or liability by reason of person who may be jointly and severally liable with an indemnifying Party shall be permitted unless and until such settlement or judgment. A successor by law of the parties person has received a Claim Notice and a 30 day period in which to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsend a Dispute Notice.

Indemnification Procedure. Any person obligated to provide indemnification The obligations and liabilities of the Company under this Article VIII IV with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article IV ("Indemnifying Party" for THIRD PARTY CLAIMS") shall be governed by and contingent upon the purpose following additional terms and conditions: if an Indemnified Party shall receive notice of this Section 8.3) will not be liable under any Third Party Claim, the indemnification Indemnified Party shall give the Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Article VIII with Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release the Company from any claim made against a party entitled to indemnification of its obligations under this Article VIII ("Indemnified Party" for IV except to the purpose of this Section 8.3) unless extent the Company is materially prejudiced by such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will and shall not relieve the Indemnifying Party Company from any other obligation or liability which that it may have to any Indemnified Party otherwise than under this Article IV. Upon written notice to the Indemnified Party against whom such action is brought otherwise than on account within five (5) days of the indemnification provision receipt of this Article VIIIsuch notice, except the Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and the Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the expense of the Company. In the event the Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Company in such defense and make available to the extent that Company, at the failure to notify results Company's expense, all witnesses, pertinent records, materials and information in the failure of actual notice to Indemnified Party's possession or under the Indemnifying Indemnified Party's control relating thereto as is reasonably required by the Company. Similarly, in the event the Indemnified Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case is, directly or indirectly, conducting the defense against any such action is brought against Third Party Claim, the Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Company's expense, all such witnesses (including himself), records, materials and information in the Company's possession or under the Company's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party will Claim may be entitled to participatesettled by the Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, at its own expensehowever, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, the Company's liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the Indemnifying Party's election to assume position taken by the Company in the defense thereof, of a Third Party Claim unless the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable determines that such act or omission is reasonably necessary to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without protect its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementown interest.

Indemnification Procedure. Any person obligated 8.3.1 Promptly following receipt by an Indemnified Party of a copy of a complaint or of notice by a third party of any complaint or of the commencement of any audit, investigation, action or proceeding with respect to provide indemnification under this Article VIII which such Indemnified Party may be entitled to receive payment from the other Party for any Purchaser Loss, such Indemnified Party shall notify Global Energy (the "Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party ), in writing within a reasonable time after (the summons "Indemnity Claim Notice") of such complaint or other first legal process giving information of notice of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice commencement of such service on any designated agent)audit, but investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party of any such claim will not shall relieve the Indemnifying Party from liability hereunder with respect to such claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in the Indemnifying Party being deprived of its right to recover any liability payment under its applicable insurance coverage, if any, or the Indemnifying Party being deprived of, or being practically unable to assert, rights and defenses otherwise available to the Indemnifying Party with respect to such claim, and provided further, it being agreed that Indemnity Claim Notices must be delivered prior to the expiration of the applicable Claims Period. The Indemnity Claim Notice shall set forth the identity of the third party claimant, a summary (to the extent then known by the Indemnified Party) of the allegations and nature of the complaint or such audit, investigation, action or proceeding and of the amount asserted in such complaint or of such audit, investigation, action or proceeding, and the provision or provisions under this Agreement which it may form the basis for the indemnity claim being made by the Indemnified Party. The Indemnifying Party shall have the right, by written notice to the Indemnified Party against whom given within twenty (20) days after receiving the Indemnity Claim Notice, to assume full responsibility for any Purchaser Losses resulting from such complaint or such audit, investigation, action is brought otherwise than on account or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch counsel. In the event, except to the extent however, that the failure to notify results in the failure of actual notice to the Indemnifying Party and declines or fails to assume the defense of such Indemnifying Party is damaged solely as a result of failure complaint or the audit, investigation, action or proceeding on the terms provided above or to give such notice. In case any such action is brought against employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20-day period, then the Indemnifying Party will shall pay the reasonable fees and disbursements of counsel for the Indemnified Party as incurred; provided, however, that the Indemnifying Party shall not be entitled required to participatepay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single audit, at investigation, action or proceeding. In any audit, investigation, action or proceeding 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, in the defense thereof. The Indemnifying Party also will be entitled or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementmatter.

Indemnification Procedure. Any person obligated In the event of any claim, suit, proceeding, or action of a Third Party (a “Third Party Claim”) giving rise to provide an indemnification obligation under this Article VIII ("Indemnifying Party" for ARTICLE 11, the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party person or entity entitled to indemnification under this Article VIII ARTICLE 11 ("Indemnified individually, an “Indemnitee”), will promptly notify the Party from whom indemnification is sought (the “Indemnifying Party" for ”), in writing of the purpose Third Party Claim (it being understood and agreed, however, that the failure by an Indemnitee to give notice of a Third Party Claim as provided in this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim 11.3 will not relieve the Indemnifying Party from any liability which it may have of its indemnification obligation under this Agreement, except and only to the Indemnified extent that such Indemnifying Party against whom is actually prejudiced as a result of such action is brought otherwise than on account failure to give notice). The Indemnifying Party will manage and control, at its sole expense, the defense of the indemnification provision claim and its settlement, and all such expenses of this Article VIII, such defense and any settlement will be considered “Expenses” for purposes of the Profit/Loss Share (except to the extent that such expenses arise from the failure to notify results in Indemnifying Party’s breach of this Agreement (or any other agreement between the failure Parties), violation of actual Applicable Law, gross negligence, or willful misconduct). Within 30 days after delivery of such notification the Indemnifying Party may, upon written notice to the Indemnitee, assume control of the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnitee. The Indemnitee may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnitee reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnitee have conflicting interests with respect to such Indemnifying Third Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified PartyClaim, then the Indemnifying Party will be entitled responsible for the reasonable fees and expenses of counsel to participatethe Indemnitee solely in connection therewith (and any such reasonable fees and expenses of counsel will be considered “Expenses” for purposes of the Profit/Loss Share except to the extent the Third Party Claim arises from the Indemnitee’s breach of this Agreement (or any other agreement between the Parties), at its own expenseviolation of Applicable Law, gross negligence, or willful misconduct). Notwithstanding anything to the contrary set forth in this Agreement, in the defense thereof. The Indemnifying Party also no event will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear be responsible for the fees and expenses of more than one counsel in any additional counsel retained by itone jurisdiction for all Indemnified Parties. If the Indemnifying Party does not assume control of the defense of the Third Party Claim within 30 days after delivery of Indemnitee’s notice of such claim and request for indemnification, then the Indemnitee(s) may defend such Third Party Claim. Each Party will keep the other Party advised of the status of such Third Party Claim and the defense thereof, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or consider recommendations made by the other expenses subsequently incurred by such party independently in connection Party with the defense thereof other than reasonable costs of investigation, unless: (a) respect thereto. If the Indemnifying Party and assumes control of the Indemnified defense of the Third Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Claim, then the Indemnifying Party will not agree to any settlement of such Third Party Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party and representation Indemnitee from all liability with respect thereto or that imposes any liability or obligation on the Indemnitee without the prior written consent of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themIndemnitee. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees obligated to indemnify the Indemnified Indemnitee(s) for any Third Party from and against any loss or liability Claim settled by reason of such settlement or judgment. A successor by law of the parties to this Agreement Indemnitee(s) without the Indemnifying Party’s prior written consent, which consent will not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified Party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification The obligations and liabilities of the Indemnifying Party under this Article VIII V with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article V ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party" for Party notice of such Third Party Claim promptly after the purpose receipt by the Indemnified Party of this Section 8.3) will not be liable under such notice (which notice shall include the indemnification amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Article VIII with Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any claim made against a party entitled to indemnification of its obligations under this Article VIII ("Indemnified Party" for V except to the purpose of this Section 8.3) unless such Indemnified Party will have notified extent the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon is materially prejudiced by such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will and shall not relieve the Indemnifying Party from any liability which other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article V. Upon written notice to the Indemnified Party against whom such action is brought otherwise than on account within five (5) days of the indemnification provision receipt of this Article VIIIsuch notice, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its or his expense and through counsel of its or his choice (which counsel shall be reasonably satisfactory to the Indemnified Party); provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to such Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is damaged solely as a result of failure to give such notice. In case is, directly or indirectly, conducting the defense against any such action is brought against Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume expense, all such witnesses (including himself), records, materials and information in the defense thereof, Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Loss and would not require it to take, or refrain from taking, any action, the Indemnifying Party's liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will bear refrain from any act or omission that is inconsistent with the fees and expenses of any additional counsel retained position taken by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying a Third Party and Claim unless the Indemnified Party will have mutually agreed determines that such act or omission is reasonably necessary to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without protect its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementown interest.

Indemnification Procedure. Any person obligated As a condition precedent to provide indemnification under this Article VIII a Party’s ("the “Indemnifying Party" for the purpose of this Section 8.3”) will not be liable under the indemnification provisions of this Article VIII with respect obligations to indemnify, defend and hold harmless any claim made against a party entitled to indemnification under this Article VIII MTPC Indemnitee or MINERALYS Indemnitee ("collectively, an “Indemnified Party" for ”) pursuant to Section 14.2 or 14.3 above, the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party shall promptly notify in writing within writing, and provide a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)copy to, but failure to notify the Indemnifying Party of any complaint, summons or other written or verbal notice that the Indemnified Party receives of any claim that may be subject to such claim will not obligations. An Indemnified Party’s failure to deliver written notice, to the extent prejudicial to the Indemnifying Party’s ability to defend such claim, shall relieve the Indemnifying Party from any of liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIunder Section 14.2 or 14.3 hereof, except to the extent that the failure to notify results in the failure of actual notice to as applicable. The Indemnified Party shall allow the Indemnifying Party the control of the defense and settlement thereof, and assist in such Indemnifying Party is damaged solely defense and settlement as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, may reasonably request in connection with the defense thereof. The Indemnifying Party also will be entitled to assume and settlement of the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of claim (at the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees ’s sole cost and expenses of any additional counsel retained by itexpense), and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with shall assume the defense thereof other than reasonable costs with counsel of investigationits choosing; provided, unless: (a) that the Indemnified Party shall have the right to participate in any such proceeding with counsel of its choosing at its own expense. No Indemnified Party may settle a claim or action covered by this Section 14.2 or 14.3 without the prior written consent of the Indemnifying Party and the which consent shall not be unreasonably withheld, delayed or conditioned. Any payment made by an Indemnified Party will have mutually agreed in violation of this Section 14.4 to the retention of such counsel; or (b) the named parties to settle any such proceeding (including any impleaded parties) include both the Indemnifying Party claim or action shall be at its own cost and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementexpense.

Indemnification Procedure. Any person obligated Within ten (10) days after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this in Section 8.3) will not 7.1 or Section 7.2, such indemnified party will, if a claim in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled an indemnifying party, give written notice to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice commencement of such service on any designated agent)action; provided, but however, that the failure to notify the Indemnifying Party of any such claim will indemnified party to give notice as provided herein shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account indemnifying party of the indemnification provision of this Article VIII, its obligations under Section 7.1 or Section 7.2 except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and indemnifying party is actually prejudiced by such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action or proceeding is brought against the Indemnified Partyan indemnified party, the Indemnifying Party indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The Indemnifying Party also will be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the Indemnifying Party indemnifying party to the Indemnified Party such indemnified party of the Indemnifying Party's its election so to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other fees and expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than thereof, unless in such indemnified party’s reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to judgment an actual or potential differing interests conflict of interest between them. The Indemnifying Party will such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 7.1, more than one counsel (in addition to any local counsel) for all indemnified parties selected by the Holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties or (ii) in the case of a claim referred to in Section 7.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party an actual or potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels as may be reasonable in light of such conflict. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit, investigation or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability arising out of such claim, action, suit, investigation or proceeding and such settlement, compromise or consent involves only the payment of money and such money is actually paid by the indemnifying party. Whether or not the defense of any claim or action is assumed by the indemnifying party, such indemnifying party will not be subject to any liability for any settlement of any proceeding effected made without its written consent, which consent but if settled with such consent or if there is a final judgment for will not be unreasonably withheld. Notwithstanding anything to the plaintiffcontrary set forth herein, the Indemnifying Party agrees to indemnify the Indemnified Party from and against without limiting any loss or liability by reason of such settlement or judgment. A successor by law of the parties rights set forth above, in any event any indemnified party will have the right to this Agreement will be entitled retain, at its own expense, counsel with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementa claim.

Indemnification Procedure. Any person obligated to provide (i) The Person seeking indemnification under this Article VIII Section 6.1 ("the “Indemnified Party”) shall give to the party(ies) from whom indemnification is sought (the “Indemnifying Party" for ”) prompt written notice (in the purpose case of indemnification under Section 6.1(a), such notice shall be given to each of the Remaining Members) of any third-party claim which may give rise to any indemnity obligation under this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it6.1, and the Indemnifying Party will have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying the Indemnified Party within ten (10) days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. If the Indemnified Party desires to participate in any such defense assumed by the Indemnifying Party, it may do so at its sole cost and expense; provided, however, that the Indemnified Party will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if, in the reasonable judgment of counsel to the Indemnified Party, a conflict or potential conflict exists, or there are separate or additional defenses available to the Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party declines to assume any such defense or fails to diligently pursue any such defense, then the Indemnifying Party will be liable to such party under this Agreement for any legal or other all reasonable costs and expenses subsequently incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such party independently claim, including reasonable fees and disbursements of counsel. The parties hereto agree to cooperate with each other in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themclaim. The Indemnifying Party will not be liable for any settlement not, without the prior written consent of the Indemnified Party, settle, compromise, or consent to the entry of any proceeding effected without its written judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a consent but if settled with such consent order, injunction or if there is a final judgment for decree that would restrict the plaintiff, the Indemnifying Party agrees to indemnify future activity or conduct of the Indemnified Party from or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and against any loss or (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability by reason arising out of such settlement or judgmentclaim and any related claim. A successor by law The Indemnified Party will not, without the prior written consent of the parties to this Agreement Indemnifying Party, which will not be entitled unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the benefits entry of the indemnification contained in this Article VIIIany judgment with respect to any such claim. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.38

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("an “Indemnified Party" for the purpose of this Section 8.3) unless Claim”), such Indemnified Party will have notified Person will, if a claim is to be made hereunder against the Indemnified Person in respect thereof, notify the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; provided that (A) the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure omission to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (B) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to the such Indemnified Party against whom such action is brought Person otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeSection 15. In case any such action is Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnified PartyIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participateparticipate therein, and, at its own expenseelection by providing written notice to such Indemnified Person, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory reasonably acceptable to such Indemnified Person; provided, (X) that the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Indemnified Claim and shall pay the fees and expenses of counsel retained by the Indemnified Person to the party named extent provided in Section 15(a) if the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Indemnified Claim, and such failure is not reasonably cured within ten (10) Business Days of receipt of written notice from the applicable Indemnified Person, and (Y) if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel, there are legal defenses available to such Indemnified Person that are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the actiondefense of such Indemnified Claims (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)). After Upon receipt of notice from the Indemnifying Party to the such Indemnified Party Person of the Indemnifying Party's its election to so assume the defense thereof, of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Party will bear the fees and expenses of any additional counsel retained by itPerson, and the Indemnifying Party will shall not be liable to such party under this Agreement Indemnified Person for any legal or other expenses subsequently incurred by such party independently Indemnified Person in connection with the defense thereof or participation therein (other than reasonable and documented out-of-pocket costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, unless: however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (ain addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party and the shall not have employed counsel reasonably acceptable to such Indemnified Party will have mutually agreed Person to the retention of represent such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnified Person within a reasonable time after the Indemnifying Party and has received notice of commencement of the Indemnified Party and representation of both parties by Claims from, or delivered on behalf of, the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffIndemnified Person, (iii) after the Indemnifying Party agrees to indemnify assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party from has failed or is failing to defend such claim and against any loss or liability by reason provides written notice of such settlement determination, and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or judgment. A successor by law (iv) the Indemnifying Party shall have authorized in writing the employment of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementcounsel for such Indemnified Person.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3a) will not be liable under the indemnification provisions of this Article VIII Except with respect to Tax audits, claims or other proceedings, which for the avoidance of doubt shall be governed by the provisions of Section 10.02(c), promptly after receipt by a Buyer Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to as an “Indemnified Party”) of notice by a third party (including any claim made against a party Governmental Authority) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to indemnification under this Article VIII receive payment from any other party for any Buyer Losses or any Seller Losses ("Indemnified Party" for as the purpose of this Section 8.3) unless case may be), such Indemnified Party will have notified notify Buyer or Seller, as the case may be (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party in writing within a reasonable time after will relieve the summons or other first legal process giving information of Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the nature of the claim will have been served upon extent that, such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve results in the forfeiture by the Indemnifying Party from any liability which it may of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party against whom within 10 days thereafter assuming full responsibility for any Buyer Losses or Seller Losses (as the case may be) resulting from such audit, investigation, action is brought otherwise than on account or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch counsel; provided, except however, that, the Indemnifying Party will not have the right to the extent that the failure to notify results assume such defense if (i) in the failure reasonable opinion of actual notice to counsel for the Indemnified Party, there is a reasonable likelihood of a material conflict of interest between the Indemnifying Party and such Indemnifying Party is damaged solely as the Indemnified Party, (ii) the claim for indemnification relates to or arises in connection with a result of failure to give such notice. In case any criminal proceeding, (iii) the principal relief sought by such action is brought an injunction or equitable relief against the Indemnified Party, (iv) Buyer reasonably believes that Buyer Losses relating to such claim could exceed the maximum amount that the Buyer Indemnified Parties could then be entitled to receive under this Article XI or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such audit, investigation, action or proceeding. Should an Indemnifying Party assume the defense of a third-party claim in accordance with this Section 11.03, the Indemnifying Party shall not be liable to the Indemnified Party for any of the Indemnified Party’s legal expenses incurred by the Indemnified Party in connection with the investigation or defense thereof. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 10 day period, or if the Indemnifying Party is otherwise not entitled to assume such defense, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to reimburse the Indemnified Party of for the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the reasonable fees and expenses disbursements of any additional such counsel retained by itupon the final, and non-appealable resolution of such audit, investigation, action, or proceeding; provided, however, that the Indemnifying Party will not be liable required to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and reimburse the Indemnified Party will have mutually agreed for the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, will have the right to participate in such matter and representation of both parties by the same to retain its own counsel would be inappropriate due to actual or potential differing interests between themat such Party’s own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, at all times use reasonable efforts to keep the Indemnifying Party agrees to indemnify or the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law Party, as the case may be, reasonably apprised of the parties status of the defense of any matter the defense of which they are maintaining and to this Agreement will be entitled cooperate in good faith with each other with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsuch matter.

Indemnification Procedure. Any person obligated When required to provide indemnification under indemnify an Indemnified Party in accordance with this Article VIII 8, PEGI or the relevant PSP Project Entity, as applicable ("in such capacity, the “Indemnifying Party" for the purpose ”) shall assume on behalf of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified and conduct with due diligence and in good faith the defense of any Claim against such Indemnified Party and shall bear the expense thereof, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the defense and settlement of such Claim, provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party shall be consulted on the defense and settlement of such Claim and may elect to participate through separate counsel in the defense of any such Claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, (b) the Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the Indemnifying Party and such Indemnified Party in the conduct of the defense of such Claim (in which case the Indemnifying Party shall not have the right to control the defense or settlement of such Claim on behalf of such Indemnified Party) or (c) the Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified Party to assume the defense of such Claim within a reasonable time after the summons or other first legal process giving information notice of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice commencement thereof. In each of such service on any designated agent)cases set forth in the second sentence of this paragraph, but failure to notify the reasonable fees and expenses of counsel shall be at the expense of the Indemnifying Party of any such claim will not relieve except where the Indemnifying Party from is ultimately deemed not to have been required to provide the indemnity sought by the Indemnified Party. The Indemnifying Party shall not settle any liability which it may have to Claim if the terms of such settlement (x) require the payment of any amount by the Indemnified Party against whom such action is brought otherwise than on account of for which the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Indemnified Party is damaged solely as a result not indemnified hereunder or (y) provide for non-monetary damages, in each case without the written consent of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will which consent shall not be liable to such party under this Agreement for any legal unreasonably conditioned, withheld or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementdelayed.

Indemnification Procedure. Any person obligated When required to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to indemnify any claim made against a party Contractor Indemnified Party or Owner Indemnified Party or any other Person entitled to indemnification under this Article VIII Section 10.1 ("“Indemnified Party" for ”), the purpose Party providing the indemnity (the “Indemnifying Party”) shall assume on behalf of this Section 8.3) unless such Indemnified Party will have notified and conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party shall cooperate with the Indemnifying Party in writing such defense. The Indemnifying Party shall have charge and direction of the defense and settlement of such claim; provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the employment of counsel by such Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the Indemnifying Party and such Indemnified Party in the conduct of the defense of such claim (in which case the Indemnifying Party shall not have the right to control the defense or settlement of such claim, on behalf of such Indemnified Party) or (b) the Indemnifying Party shall not have employed counsel to assume the defense of such claim within a reasonable time after the summons or other first legal process giving information notice of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice commencement thereof. In each of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear cases the fees and expenses of any additional counsel retained by it, and shall be at the expense of the Indemnifying Party will not Party. The amount of any indemnity payment made under Section 10.1 shall be liable to such party under this Agreement for any legal or other expenses subsequently incurred reduced by such party independently in connection with the defense thereof other than reasonable costs amount of investigation, unless: (a) the Indemnifying Party and all insurance proceeds received by the Indemnified Party will have mutually agreed in respect of the event giving rise to the retention right of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation indemnity under Section 10.1. All payments made in respect of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in indemnities provided under this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement10 shall be made on an After-Tax Basis.

Indemnification Procedure. Any person obligated (a) Promptly after receipt by a LabOne Indemnified Party or a ChoicePoint Indemnified Party (hereinafter referred to provide indemnification under as, the "Indemnified Party") of notice by a third party of any claim or the commencement of any action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other party for any Losses (ignoring, for this Article VIII purpose, the Threshold Amount (as hereinafter defined)), such Indemnified Party shall, within ten (10) days, notify LabOne or ChoicePoint, as the appropriate indemnifying party or representative thereof (the "Indemnifying Party" "), of such third-party claim or of the commencement of such action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from liability for such third-party claim arising otherwise than under this Agreement and such failure to so notify the purpose of Indemnifying Party shall relieve the Indemnifying Party from liability under this Section 8.3) will not be liable under the indemnification provisions of this Article VIII Agreement with respect to any such third-party claim made against a party entitled only if, and only to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless extent that, such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve results in the forfeiture by the Indemnifying Party from of any liability which it may rights or defenses otherwise available to the Indemnifying Party with respect to such third-party claim. Unless the Indemnifying Party is also a party to such third-party claim and the Indemnified Party determines in good faith after conferring with its outside counsel that joint representation would be inappropriate, the Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party against whom within twenty (20) days thereafter (or, if earlier, by the tenth (10th) day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting such claim), to assume the defense of such action is brought otherwise than on account or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch counsel. In the event, except to the extent however, that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result declines or fails to assume the defense of failure the action or proceeding or to give such notice. In case any such action is brought against employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20-day period (or earlier 10-day period, if applicable), then such Indemnified Party may employ counsel to represent or defend it in any such action or proceeding for the account and risk of the Indemnifying Party, and the Indemnifying Party will shall pay the fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall not be entitled required to participatepay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, at the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense, in the defense thereof. The Indemnifying Party also will or the Indemnified Party, as the case may be, shall at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which it is maintaining, and to cooperate in good faith with the other with respect to the defense of any such action. Anything in this Section 9.4 to the contrary notwithstanding, the Indemnifying Party shall not be entitled to assume the defense thereof, with counsel satisfactory to the of any third-party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear claim (and shall pay the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to in defending such third-party claim as incurred) if the retention of such counsel; third-party claim seeks an injunction or (b) the named parties to other equitable relief or any such proceeding (including any impleaded parties) include both the Indemnifying Party and other relief other than money damages against the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementrelated claim for money damages.

Indemnification Procedure. Any person obligated Within 10 days after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this in Section 8.3) will not 7.1 or 7.2, such indemnified party will, if a claim in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled an indemnifying party, give written notice to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice commencement of such service on any designated agent)action; PROVIDED, but HOWEVER, that the failure to notify the Indemnifying Party of any such claim will indemnified party to give notice as provided herein shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account indemnifying party of the indemnification provision of this Article VIIIits obligations under Section 7.1 or 7.2, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and indemnifying party is actually prejudiced by such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action or proceeding is brought against the Indemnified Partyan indemnified party, the Indemnifying Party indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The Indemnifying Party also will be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, with counsel reasonably satisfactory to the party named in the action. After such indemnified party; and after notice from the Indemnifying Party indemnifying party to the Indemnified Party such indemnified party of the Indemnifying Party's its election so to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other fees and expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than thereof, unless in such indemnified party's reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to judgment an actual or potential differing interests conflict of interest between them. The Indemnifying Party will such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not assume the defense of such claim but also shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 7.1, more than one counsel (in addition to any settlement local counsel) for all indemnified parties selected by the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties, or (ii) in the case of a claim referred to in Section 7.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any proceeding effected indemnified party an actual or potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels as may be reasonable in light of such conflict. The indemnifying party will not, without its the prior written consent but if settled with of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification may be sought hereunder (whether or not such consent indemnified party or if there any Person who controls such indemnified party is a final judgment for the plaintiffparty to such claim, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss action, suit, investigation or liability by reason proceeding), unless such settlement, compromise or consent includes an unconditional release of such settlement indemnified party from all liability arising out of such claim, action, suit, investigation or judgmentproceeding. A successor by law An indemnified party will not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which it is then seeking (or thereafter seeks) indemnification hereunder, in each case without the prior written consent of the parties to this Agreement will indemnifying party (which consent shall not be entitled unreasonably withheld or delayed). Notwithstanding anything to the benefits contrary set forth herein, and without limiting any of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII rights set forth above, an indemnified party hereunder will survive any termination have the right to retain, at its own expense, counsel with respect to the defense of this Agreementa claim.

Indemnification Procedure. Any person obligated (a) A party seeking indemnification from the Company pursuant to provide indemnification under this Article VIII IX ("Indemnifying an “Indemnified Party" for ”) shall give prompt notice to the purpose Company of this Section 8.3the assertion of any claim, including any claim brought by a third party, in respect of which indemnity may be sought hereunder (a “Claim”) will not be liable under and shall give the indemnification provisions of this Article VIII Company such information with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for thereto as the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)Company may reasonably request, but no failure to notify give such notice shall relieve the Indemnifying Party Company of any such claim will not relieve liability hereunder (except to the Indemnifying Party from any liability which it may extent the Company has suffered actual prejudice thereby). The Company shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent (which notice shall state that the failure to notify results in Company expressly agrees that as between the failure of actual notice to the Indemnifying Party Company and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will Company shall be entitled solely obligated to participate, at its own expense, in satisfy and discharge the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After Claim) within thirty (30) days of receipt of notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election commencement of or assertion of any Claim, to assume the defense thereofof such Claim, using counsel selected by the Company; provided that the Company shall not have the right to assume the defense of a Claim (A) seeking an injunction, restraining order, declaratory relief or other nonmonetary relief against the Indemnified Party will bear (whether or not the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (aCompany is also named as a party) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (bB) if the named parties to any such proceeding action (including any impleaded parties) include includes both the Indemnifying Indemnified Party and the Company and the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Party, which are different from those available to the Company; in which case such Indemnified Party shall have the right to participate in the defense of a Claim of the type set forth in clause (A) and/or (B) above and representation of both parties all Damages in connection therewith shall be reimbursed by the same counsel would be inappropriate due Company. In addition, if the Company fails to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify give the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law the Notice complying with the provisions stated above within the stated time period, the Indemnified Party shall have the right to assume control of the parties to this Agreement will be entitled to the benefits defense of the indemnification contained Claim and all Damages in this Article VIIIconnection therewith shall be reimbursed by the Company upon demand of the Indemnified Party. The indemnification provisions contained In any event, no party assuming the defense of any Claim shall have the right to compromise or settle any claim for non-monetary relief against the other party or any claim for monetary relief against another party without such party’s consent (which consent shall not be unreasonably withheld or denied) unless such monetary relief is paid in this Article VIII will survive full by the settling party (without any termination expectation of this Agreementreimbursement therefor from the consenting party).

Indemnification Procedure. Any person obligated to provide In connection with any Claim for which a Party (the “Indemnified Party”) seeks indemnification under this Article VIII from the other Party ("the “Indemnifying Party" for ”) pursuant to this Agreement, the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified shall: (a) give the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information prompt written notice of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)Claim; provided, but however, that failure to notify the Indemnifying Party of any provide such claim will notice shall not relieve the Indemnifying Party from any its liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIor obligation hereunder, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely any material prejudice as a direct result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, failure; (b) cooperate with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and at the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently Party’s expense, in connection with the defense thereof other than reasonable costs and settlement of investigation, unless: the Claim; and (ac) permit the Indemnifying Party to control the defense and settlement of the Claim; provided, however, that the Indemnifying Party may not settle the Claim without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed, in the event such settlement materially adversely impacts the Indemnified Party’s rights or obligations. Further, the Indemnified Party will shall have mutually agreed the right to the retention participate (but not control) and be represented in any suit or action by advisory counsel of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party its selection and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themat its own expense. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment251984_1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementCOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for a) Promptly and in any event within twenty (20) days after an Indemnified Party obtains knowledge of any actual or possible complaint, dispute or claim or the purpose commencement of this Section 8.3any audit, investigation, action or proceeding by a third party (including any Governmental Authority) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party which such Indemnified Party may be entitled to indemnification under this Article VIII pursuant hereto ("Indemnified Party" for the purpose of this Section 8.3) unless a “Third-Party Claim”), such Indemnified Party will have notified shall provide written notice thereof to the party obligated to indemnify under this Section 10 (the “Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of Party”), stating the nature of and basis and the claim will have been served upon such Indemnified Party (or after such party will have received notice estimated dollar amount of such service on any designated agent)Third-Party Claim, but to the extent known and based upon information then possessed by the Indemnified Party; provided, however, that the delay or failure to so notify the Indemnifying Party of any such claim will not shall relieve the Indemnifying Party from any liability which it may hereunder with respect to such Third-Party Claim only if, and only to the extent that, such delay or failure to so notify the Indemnifying Party materially prejudices the Indemnifying Party. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party against whom such action is brought otherwise than on account within twenty (20) days after receipt of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual written notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against from the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to of such Third-Party Claim; provided that the party named in the action. After notice from the Indemnifying Party to the Indemnified Party assumption of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Third-Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs Claim shall constitute an admission of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees responsibility to indemnify the Indemnified Party from and against any loss with respect to all Purchaser Losses or liability by reason Sellers Losses, as applicable, related to such Third-Party Claim. Notwithstanding the foregoing, if (i) the Indemnifying Party declines or fails to assume the defense of such settlement Third-Party Claim within such twenty (20) day period, (ii) the Indemnifying Party fails to prosecute actively and diligently settle such Third-Party Claim, (iii) the Indemnified Person, based on the advice of counsel, determines in good faith that there is a reasonable probability that such Third-Party Claim may adversely affect the Indemnified Party or judgment. A successor by law any of its Affiliates, or that there is a conflict of interest that would prevent the Indemnifying Party from fully and adequately representing the Indemnified Party’s interests with respect to such Third-Party Claim, (iv) the Third-Party Claim involves any violation of criminal Laws, or (v) the Third-Party Claim involves a significant supplier, distributor or customer of the parties Business, then in each case, the Indemnified Party shall have the right, but not the obligation, to this Agreement will be entitled defend such Third-Party Claim in such manner as the Indemnified Party reasonably deems appropriate and any Purchaser Losses or any Seller Losses, as the case may be, shall include the reasonable fees and disbursements of counsel for the Indemnified Party as incurred. 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 Third-Party Claim, shall have the right to participate in such matter and to retain its own counsel at such party’s own expense. 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 matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsuch matter.

Indemnification Procedure. Any person obligated Within 10 days after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this in Section 8.3) will not 8.1 or Section 8.2, such indemnified party will, if a claim in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled an indemnifying party, give written notice to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice commencement of such service on any designated agent)action; provided, but however, that the failure to notify the Indemnifying Party of any such claim will indemnified party to give notice as provided herein shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account indemnifying party of the indemnification provision of this Article VIII, its obligations under Section 8.1 or Section 8.2 except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and indemnifying party is actually prejudiced by such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action or proceeding is brought against the Indemnified Partyan indemnified party, the Indemnifying Party indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The Indemnifying Party also will be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the Indemnifying Party indemnifying party to the Indemnified Party such indemnified party of the Indemnifying Party's its election so to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other fees and expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than thereof, unless in such indemnified party's reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to judgment an actual or potential differing interests conflict of interest between them. The Indemnifying Party will such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 8.1, more than one counsel (in addition to any settlement local counsel) for all indemnified parties selected by the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties, or (ii) in the case of a claim referred to in Section 8.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any proceeding effected without its written consent but if settled with indemnified party an actual or potential conflict of interest may exist between such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from indemnified party and against any loss or liability by reason other of such settlement or judgment. A successor by law of indemnified parties with respect to such claim, in which event the parties indemnifying party shall be obligated to this Agreement will be entitled to pay the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.fees and

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII 6.1.2.1 Promptly after receipt by a KHC Indemnified Party of notice by a third party of any complaint or the commencement of any audit ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII tax or otherwise), investigation, action or proceeding with respect to any claim made against a party which such KHC Indemnified Party may be entitled to receive indemnification under this Article VIII ("Indemnified Party" for from the purpose of this Section 8.3) unless Company and Company Shareholders, such KHC Indemnified Party will have notified notify the Indemnifying Party in writing within a reasonable time after Company Shareholders, promptly following the summons Indemnified Party's receipt of such complaint or other first legal process giving information of notice of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice commencement of such service on any designated agent)audit, but investigation, action or proceeding; provided, however, that the failure to so notify the Company Shareholders will relieve the Company and the Company Shareholders from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify Company Shareholders results in the failure forfeiture by the Company and the Company Shareholders of actual notice rights and defenses otherwise available to the Indemnifying Party and Company with respect to such Indemnifying Party is damaged solely as a result of failure claim or materially prejudices the Company or the Company Shareholders with respect to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereofof such claims. The Indemnifying Company Shareholders on behalf of themselves and the Company and the Company Shareholders will have the right, upon written notice delivered to the KHC Indemnified Party also will be entitled within ten (10) days thereafter, to assume the defense thereofof such audit, with investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the party named in the action. After notice from the Indemnifying Party to the KHC Indemnified Party and the payment of the Indemnifying Party's election fees and disbursements of such counsel. In the event, however, that the Company Shareholders on behalf of themselves and the Company decline or fail to assume the defense thereofof the audit, investigation, action or proceeding on the terms provided above, within such ten (10)-day period, then such KHC Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Company will pay the reasonable fees and disbursements of such counsel as incurred. In any audit, investigation, action or proceeding with respect to which indemnification is being sought under this Agreement, the KHC Indemnified Party will bear or the fees and expenses Company Shareholders on behalf of any additional counsel retained by it, themselves and the Indemnifying Company, whichever is not assuming the defense of such action, will have the right to participate in such matter and to retain its own counsel at such Party's own expense. The Party defending an action will not be liable at all times use reasonable efforts to such party under this Agreement for any legal or keep the other expenses subsequently incurred by such party independently Parties reasonably apprised of the status of the defense and cooperate in connection good faith with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of Parties in such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementdefense.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.Indemnified

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for a) Promptly following receipt by an Indemnified Party of notice by a third party (including any Governmental Entity) of any complaint, dispute or claim or the purpose commencement of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any audit, investigation, action or proceeding with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless which such Indemnified Party will have notified may be entitled to receive payment from the applicable Shareholder or Shareholders (the “Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon Party”) for any Purchaser Losses, such Indemnified Party (or after such party will have received shall provide written notice thereof to the Indemnifying Party. Failure of such service on any designated agent), but failure the Indemnified Party to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from of any liability which that it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIParty, except to the extent that the failure to notify results in defense of such audit, investigation, action or proceeding is prejudiced by the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of Indemnified Party’s failure to give such notice. In case The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within twenty (20) days thereafter to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. Until the Indemnifying Party assumes the defense of such audit, investigation, action or proceeding, the Indemnified Party may defend against such audit, investigation, action or proceeding in any manner the Indemnified Party reasonably deems appropriate. If the Indemnifying Party does not, within such twenty (20) day period, assume the defense of such audit, investigation, action is brought against or proceeding, to the Indemnified Party, the Indemnifying Party will be entitled bound by any judicial determination made with respect to participatesuch audit, investigation, action or proceeding, subject to the provisions of Section 9.2(b) below. In any audit, investigation, action or proceeding 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 or their own counsel at its such party’s own expense, in the defense thereof. The Indemnifying Party also will be entitled or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementmatter.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for a) Promptly after receipt by an Indemnified Party of a notice from a third party of a claim, dispute, or threatened or filed complaint or the purpose threatened or actual commencement of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any audit, investigation, action or proceeding with respect to any claim made against a party which such Indemnified Party may be entitled to indemnification under this Article VIII ‎Article IX ("Indemnified Party" for the purpose of this Section 8.3) unless a “Third Party Claim”), such Indemnified Party will have notified shall provide prompt written notice to Buyer or the Stockholders’ Representative (on behalf of the Equity Holders), whichever is the appropriate indemnifying Party under this ‎Article IX (the “Indemnifying Party Party”), stating in writing within a reasonable time after the summons or other first legal process giving information of detail, the nature of the Third Party Claim, a good-faith reasonable estimate of the Loss and the method of computation thereof if then known, and containing a reference to the provision of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this ‎Article IX with respect to such claim will have been served upon only if, and only to the extent that, such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve results in (i) the forfeiture by the Indemnifying Party from any liability which it may of rights and defenses otherwise available to the Indemnifying Party with respect to such claim and (ii) actual and material prejudice to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party against whom within thirty (30) days thereafter, to assume the defense of such action is brought otherwise than on account Third Party Claim, including the employment of the indemnification provision of this Article VIII, except counsel reasonably satisfactory to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party; provided, that, the Indemnifying Party will be entitled to participatemust first acknowledge in writing that it would have an indemnity obligation for the Losses arising out of such Third Party Claim (subject in all cases, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or limitations on liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained set forth in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement‎Article IX).

Indemnification Procedure. Any person obligated (a) A claim for indemnification for any matter not involving a third-party claim may be asserted by notice issued in accordance with Section 10.3 to provide the Party from whom indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to is sought. The failure by any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure Person so to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have to the such Indemnified Party against whom Person with respect to any such action is brought otherwise than on account of the indemnification provision of this Article VIIIclaim, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely materially prejudiced as a result of failure such failure, it being understood that notices in respect of a breach of a representation or warranty must be delivered prior to give the expiration of the survival period for such noticerepresentation or warranty. In case any such action is brought against the Indemnified Party, event the Indemnifying Party will be entitled to participate, at does not notify the Indemnified Person within *** (***) days following its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from receipt of such Notice of Claim that the Indemnifying Party disputes its liability to the Indemnified Party Person under this Article 7 or the amount thereof, the claim specified by the Indemnified Person in such notice will be conclusively deemed a Loss of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by itunder this Article 7, and the Indemnifying Party will not be liable pay the amount of the Losses relating to such party under this Agreement for claim to the Indemnified Person on demand or, in the case of any legal notice in which the amount of Losses related to such the claim (or other expenses subsequently incurred by any portion of the claim) is estimated, on such party independently in connection with later date when the defense thereof other than reasonable costs amount of investigation, unless: such claim (aor such portion of such claim) becomes finally determined. In the event the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, as promptly as reasonably practicable, such Indemnified Person and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The appropriate Indemnifying Party will not be liable for any settlement establish the merits and amount of any proceeding effected without its written consent but if settled with such consent claim (by mutual agreement, arbitration or if there is a otherwise) and, within *** (***) Business Days following the final judgment for determination of the plaintiffmerits and amount of the Losses related to such claim, where applicable, the Indemnifying Party agrees will pay to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled Person immediately available funds in an amount equal to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementLosses related to such claim as determined hereunder.

Indemnification Procedure. Any person obligated A party or parties hereto agreeing to provide indemnification under be responsible for or to indemnify against any matter pursuant to this Article VIII (Agreement is referred to herein as the "Indemnifying Party" for and the purpose of this Section 8.3) will not be liable under other party or parties claiming indemnification hereunder is referred to as the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such ". An Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received under this Agreement shall give prompt written notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have might give rise to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of a claim for indemnity under this Article VIIIAgreement. As to any claim by a third party, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, participate in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereofdefense, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to compromise or settlement of any such matter through the Indemnified Party of Party's own attorneys and at the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses own expense; each of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed shall provide such cooperation and such reasonable access to its books, records and properties as the retention of such counsel; or (b) the named parties other party shall reasonable request with respect to any such proceeding (including matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. The Buyer may setoff against the amount of any impleaded parties) include both other payments due to Seller hereunder or otherwise, including, without limitation, the Note, and any and all amounts, due to the Buyer pursuant to any and all claims that the Buyer may have against Seller hereunder including, without limitation, with respect to the indemnification of the Buyer hereunder by Seller. An Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will shall not be liable for make any settlement of any proceeding effected claims without its the written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify of the Indemnified Party from and which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the Indemnified Party or its assets, employees or business. In a case where responsibility for a matter giving rise to a claim for indemnification is shared by the parties, any loss or liability by reason of such settlement or judgment. A successor by law of the parties may elect to this Agreement will be entitled relieve the other of its obligations of indemnification with respect to such matter and, subject to the benefits provisions of this section, such electing party may thereupon assume full control of the indemnification contained in this Article VIIIresolution of such matter. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementIf such election is not made, control shall also be shared.

Indemnification Procedure. Any person obligated to provide (i) The Person seeking indemnification under this Article VIII Section 6.3 ("the “Indemnified Party”) shall give to the party(ies) from whom indemnification is sought (the “Indemnifying Party" for ”) prompt written notice (in the purpose case of indemnification under Section 6.3(a), such notice shall be given to the Stockholders’ Agent) of any third-party claim which may give rise to any indemnity obligation under this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it6.3, and the Indemnifying Party will have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying the Indemnified Party within ten (10) days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. If the Indemnified Party desires to participate in any such defense assumed by the Indemnifying Party, it may do so at its sole cost and expense; provided, however, that the Indemnified Party will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if, in the reasonable judgment of counsel to the Indemnified Party, a conflict or potential conflict exists, or there are separate or additional defenses available to the Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party declines to assume any such defense or fails to diligently pursue any such defense, then the Indemnifying Party will be liable to such party under this Agreement for any legal or other all reasonable costs and expenses subsequently incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such party independently claim, including reasonable fees and disbursements of counsel. The parties hereto agree to cooperate with each other in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themclaim. The Indemnifying Party will not be liable for any settlement not, without the prior written consent of the Indemnified Party, settle, compromise, or consent to the entry of any proceeding effected without its written judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a consent but if settled with such consent order, injunction or if there is a final judgment for decree that would restrict the plaintiff, the Indemnifying Party agrees to indemnify future activity or conduct of the Indemnified Party from or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and against any loss or (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability by reason arising out of such settlement or judgmentclaim and any related claim. A successor by law The Indemnified Party will not, without the prior written consent of the parties to this Agreement Indemnifying Party, which will not be entitled unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the benefits entry of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementjudgment with respect to any such claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated (a) If any Losses for which indemnification is provided under Section 8.6 relate to a claim, demand, action, suit, countersuit, litigation, dispute, order, writ, injunction, judgment, assessment, decree, grievance, investigation or other proceeding by a third-party (a “Third-Party Claim”), the Indemnitee will give written notice of such Third-Party Claim (including a reasonable description thereof) to the party required to provide indemnification under this Article VIII ("the “Indemnifying Party" for ”) within thirty (30) days of notification of the purpose of this Section 8.3) Third-Party Claim, provided that the Indemnitee’s right to indemnification will not be liable under the indemnification provisions of this Article VIII with respect waived by any failure to any claim made against a party entitled to indemnification under this Article VIII provide notification within such ten ("Indemnified Party" for the purpose of this Section 8.310) day period, unless such Indemnified Party will have notified failure materially prejudices the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information ability of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to defend the Indemnified Third-Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themClaim. The Indemnifying Party will not be liable for any settlement have 15 days from the receipt of any proceeding effected without such notice (the “Indemnity Acknowledgement Period”) to (i) give written notice to the Indemnitee of its written consent but if settled with intention to defend such consent or if there is a final judgment for Third-Party Claim on behalf of the plaintiffIndemnitee, which notice will acknowledge the obligation of the Indemnifying Party agrees to indemnify the Indemnified Indemnitee against, and be fully responsible (with no reservation of any rights) for, all liabilities and obligations relating to such Third-Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled Claim (subject to the benefits Cap where applicable), and (ii) enter into an agreement with the Indemnitee in form and substance satisfactory to the Indemnitee which agreement unconditionally guarantees the payment and performance of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementliability or Loss which may arise with respect to such Third-Party Claim.

Indemnification Procedure. Any person obligated to provide Whenever a claim arises for indemnification under this Article VIII ("Indemnifying Party" for Section 15, the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Person entitled to indemnification under this Article VIII ("the “Indemnified Party" ”) will promptly notify the Party from which indemnification is sought (the “Indemnifying Party”) of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the purpose event of this Section 8.3) unless such any claim for indemnification hereunder resulting from or in connection with any claim by a third party, the Indemnified Party will have notified give such notice thereof to the Indemnifying Party not later than *** Days prior to the time any response to the asserted claim is required, if possible, and in writing any event within a reasonable time after the summons or other first legal process giving information *** Days following receipt of the nature of the claim will have been served upon such Indemnified Party notice thereof (or after such party will have received notice of such service on any designated agent), but provided that failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from of any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIParty, except to the extent that the failure to notify results in the failure Indemnifying Party has been actually prejudiced by such failure). Following receipt of actual notice to of a claim by a third party, and provided that the Indemnifying Party and has not failed or is not failing to use reasonable efforts to defend such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Partyclaim, the Indemnifying Party will be entitled to participatehave the option, at its own cost and expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with of such matter and to retain counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of defend any additional counsel retained by itsuch claim, and the Indemnifying Party will not be liable to such party under this Agreement the Indemnified Party for any legal fees of other counsel or any other expenses subsequently incurred by such party independently in connection (except as expressly provided to the contrary herein) with respect to the defense thereof of such claim or litigation, other than reasonable costs fees and expenses of investigation, unless: counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party will have the option of joining the defense of such claim (awhich will be at the sole cost and expense of the Indemnified Party) with counsel not reasonably objected to by the Indemnifying Party and counsel for each Party will, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other Party and any counsel designated by that Party. In effecting the settlement or compromise of, or consenting to the entry of any judgment with respect to, any such claim, the Indemnifying Party, or the Indemnified Party, as the case may be, will act in good faith, will consult with the other Party and will enter into only such settlement or compromise or consent to the entry of any judgment as the other Party will consent, such consent not to be unreasonably withheld, conditioned or delayed. If an Indemnifying Party has failed or is failing to use reasonable efforts to defend such a claim, the Indemnified Party will have mutually agreed may, at the Indemnifying Party’s expense, assume the defense of such claim, with counsel reasonably acceptable to the retention Indemnifying Party; provided, however, that the Indemnified Party shall not have the right to settle such claim without the consent of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnifying Party, which consent shall not be withheld unless the Indemnifying Party and notifies the Indemnified Party and representation in writing of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themIndemnifying Party’s commercially reasonable basis for withholding such consent. The An Indemnifying Party will not be liable for any settlement settlement, compromise or judgment not made in accordance with the preceding sentence; provided, however, that, notwithstanding anything to the contrary in this Section 15, no consent of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the settlement or compromise of any claim by the Indemnified Party will be necessary to the extent that the Indemnified Party provides the Indemnifying Party with an unqualified release from and against any loss or liability by reason in respect of such settlement or judgmentthird-party claim. A successor by law Without limiting the generality of the parties foregoing, with respect to this Agreement will be entitled any Multiple-Cause Action, HTI and MBUSA shall reasonably cooperate with respect to the benefits defense of such action, which may include entering into joint defense or other similar arrangements. Additionally, nothing in Section 15(b) is intended to limit HTI’s right to assert a defense arising under Section 4(e) (regarding damages caused by errors or omissions in the indemnification contained specifications and requirements set forth in this Article VIIIExhibit G), including as a cross claim in any proceeding otherwise subject to Section 15(b). The indemnification provisions contained in this Article VIII will survive any termination of this Agreement***.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3a) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a Each party entitled to indemnification under this Article VIII 6 ("the “Indemnified Party" for ”) will give notice to the purpose of this Section 8.3party required to provide indemnification (the “Indemnifying Party”) unless such promptly after that Indemnified Party will have notified has actual knowledge of any claim as to which indemnity may be sought, and, if the Indemnifying Party in writing within a reasonable time after acknowledges its liability hereunder, will permit the summons Indemnifying Party to assume the defense of any claim or other first legal process giving information of any litigation, provided that counsel for the nature Indemnifying Party, who will conduct the defense of the claim or litigation, will have been served upon such be approved by the Indemnified Party (or after such party whose approval will have received notice of such service on any designated agentnot be unreasonably withheld), but and the Indemnified Party may participate in the defense at that party’s expense, and provided further that the failure to notify the Indemnifying Party of any such claim Indemnified Party to give notice as provided in this Agreement will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of its obligations under this Article VIII, except to the extent that Agreement unless the failure to notify results in give the failure of actual notice is materially prejudicial to an Indemnifying Party’s ability ‘to defend that action and provided further, that the Indemnifying Party and such Indemnifying Party is damaged solely as a result will not assume the defense for matters in which there is, in the reasonable opinion of failure outside counsel to give such notice. In case any such action is brought against the Indemnified Party, the a conflict of interest or separate and different defenses. No Indemnifying Party will be entitled to participate, at its own expenseParty, in the defense thereof. The Indemnifying Party also will be entitled of any such claim or any resulting litigation, will, except with the consent of each Indemnified Party, consent to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice entry of any judgment or enter into any settlement which does not include as an unconditional term from the Indemnifying Party claimant or plaintiff to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently a release from all liability in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law respect of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementclaim or litigation.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII IX ("Indemnifying Party" for the purpose of this Section 8.39.4) will not be liable under the indemnification provisions of this Article VIII IX with respect to any claim made against a party entitled to indemnification under this Article VIII IX ("Indemnified Party" for the purpose of this Section 8.39.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIIX, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIIIIX. The indemnification provisions contained in this Article VIII IX will survive any termination of this Agreement.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("Indemnifying PartyINDEMNIFYING PARTY" for the purpose of this Section 8.36.4) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified PartyVI("INDEMNIFIED PARTY" for the purpose of this Section 8.36.4) unless such Indemnified Party will shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeVI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Party entitled to indemnification under this Article VIII Section 19 ("each an “Indemnified Party" for ”) agrees to give the purpose Party required to indemnify such Party hereunder (each an “Indemnifying Party”) prompt written notice of this Section 8.3) unless any Indemnity Claim as to which it intends to request indemnification hereunder. The Indemnifying Party will have the right to direct, through counsel of its own choosing, the defense or settlement of any Indemnity Claim at its own expense. The Indemnified Party may participate in such defense at its own expense. If the Indemnifying Party fails to defend or, if after commencing or undertaking any such defense, fails to prosecute or withdraws from such defense, the Indemnified Party will have notified the right to undertake the defense or settlement thereof, at the Indemnifying Party’s expense. If the Indemnified Party assumes the defense of any such Indemnity Claim pursuant to this section 19 and proposes to settle such Indemnity Claim prior to a final judgment thereon or to forego any appeal with respect thereto, then the Indemnified Party will give the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received prompt written notice of such service on any designated agent), but failure to notify thereof and the Indemnifying Party will have the right to participate in the settlement or assume or reassume the defense of any such claim will not relieve the Indemnifying Party from any liability which it may have Indemnity Claim. Notwithstanding anything contained in this Section 19 to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Partycontrary, the Indemnifying Party will be entitled to participatenot, at its own expense, in without the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to prior written consent of the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party (which consent will not be liable unreasonably withheld or delayed), agree to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any a settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementIndemnity Claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.