Common use of Procedures Clause in Contracts

Procedures. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Section.

Procedures. Any Person entitled to indemnification hereunder shall (i) give prompt written Subject to the proviso to clause (a) above, the Borrower may from time to time solicit Discounted Prepayment Offers in the form of a Discounted Prepayment Offer Solicitation by providing notice to the indemnifying Person of any Claim with respect Administrative Agent at least three (3) Business Days (unless a shorter notice period is agreed to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, by the indemnifying Person shall have the absolute right, Administrative Agent in its sole discretion) in advance of the proposed Discounted Prepayment Offer Solicitation; provided that (I) any such solicitation shall be extended, at the sole discretion and expenseof the Borrower, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person x) each Lender and/or (iy) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons each Lender with respect to any Loss paid Class of Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate principal amount of Term Loans subject to a discounted prepayment offer solicitation in accordance with clause (iv) below (the “Target Discounted Prepayment Amount”), the Class or Classes of Term Loans subject to such offer and the maximum prepayment price (expressed as a percentage of principal amount) of each relevant Class of Term Loans at which the Borrower is willing to prepay such Term Loans (the “Maximum Prepayment Price”) (it being understood that different Maximum Prepayment Prices and Target Discounted Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each offer will be treated as a separate offer pursuant to the terms of this Section 2.26), (III) the Target Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof (or the remaining outstanding amount of such Class of Term Loans) and (IV) subject to clause (h)) below, each such solicitation by the indemnifying Person under this SectionBorrower shall remain outstanding through the Discounted Prepayment Response Date. The Administrative Agent will promptly provide each Lender holding the applicable Class of Term Loans with a copy of such Discounted Prepayment Offer Solicitation and a form of the Discounted Prepayment Offer to be submitted by a responding Lender to the Administrative Agent by no later than 5:00 p.m. New York time on the Discounted Prepayment Response Date. Except in the case of any amendment or modification of a Discounted Prepayment Offer Solicitation as set forth in clause (h) below, each Lender’s Discounted Prepayment Offer shall be irrevocable and shall specify a minimum prepayment price (expressed as a percentage of principal amount), which shall be at or below the Maximum Prepayment Price (the “Submitted Prepayment Price”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable Class and the maximum aggregate principal amount and Class of such Lender’s Term Loans subject to a discounted prepayment offer in accordance with clause (d) below (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Prepayment Price. Each Lender may only submit one Discounted Prepayment Offer, but each Discounted Prepayment Offer may contain up to three offers, with each such offer specifying a Submitted Prepayment Price for the applicable Class or Classes of Term Loans and a corresponding Submitted Amount therefor (each such offer, a “Tiered Offer”), only one of which may result in a Qualifying Offer. Any Lender whose Discounted Prepayment Offer is not received by the Administrative Agent by the Discounted Prepayment Response Date shall be deemed to have declined to make a Discounted Prepayment Offer and to have declined to accept a Discounted Prepayment of any of its Term Loans at any prepayment price at or below the Maximum Prepayment Price.

Procedures. Any Person entitled In connection with any Discounted Prepayment, the applicable Credit Party (or Subsidiary thereof) will notify Agent and Lenders holding the Term Loan in writing (the “Discounted Prepayment Notice”) that it desires to indemnification hereunder prepay the Term Loan on a specified Business Day, in a maximum aggregate amount (which amount shall be not less than $1,000,000 and whole increments of $100,000 in excess thereof) (the “Discounted Prepayment Amount”) at a discount to par (which shall be expressed as a range of percentages of par of the principal amount of the Term Loan) specified by such Credit Party (or Subsidiary thereof) with respect to each Discounted Prepayment, the “Discount Price Range”); provided, that such notice shall be received by Agent and Lenders no earlier than fifteen (15) Business Days and no later than five Business Days prior to the proposed date of such Discounted Prepayment. In connection with a Discounted Prepayment, the applicable Credit Party (or Subsidiary thereof) will allow each Lender holding the Term Loan to specify to Borrower and, except to the extent necessary to determine the Applicable Discount Price in the following sentence, on a confidential basis, a discount to par (which shall be expressed as a price equal to a percentage of par of the principal amount of the Term Loan held by such Lender) (the “Acceptable Discount Price”) for a principal amount (subject to rounding requirements specified by Agent) of the Term Loan held by such Lender at which such Lender is willing to permit such voluntary prepayment. Based on the Acceptable Discount Prices and principal amounts of the Term Loan specified by Lenders, Agent, in consultation with the Borrower, will determine the applicable discount price (the “Applicable Discount Price”) for the applicable Discounted Prepayment, which will be the lower of (i) give prompt written notice to the indemnifying Person of any Claim with respect to lowest Acceptable Discount Price at which it seeks indemnification; the applicable Credit Party (or Subsidiary thereof) can complete the Discounted Prepayment for the Discounted Prepayment Amount and (ii) unless in if the Lenders’ response is such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimthat the Discounted Prepayment could not be completed for the full Discounted Prepayment Amount, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made highest Acceptable Discount Price specified by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who Lenders that is not entitled to, or elects not to, assume within the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid Discount Price Range specified by the indemnifying Person under this Sectionapplicable Credit Party (or Subsidiary thereof).

Procedures. Any Person entitled to indemnification hereunder shall (i) give prompt written notice Promptly after receipt by a party indemnified pursuant to the indemnifying Person provisions of SECTION 5.1 or SECTION 5.2 of notice of the commencement of any Claim with respect action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of SECTION 5.1 or SECTION 5.2, notify the indemnifying party of the commencement thereof; PROVIDED the omission to so notify the indemnifying party will not relieve it from any liability which it seeks indemnification; may have to an indemnified party otherwise than under this ARTICLE 5, and (ii) unless in shall not relieve the indemnifying party from liability under this ARTICLE 5, except to the extent that such indemnifying party is materially prejudiced by such omission. In case such action is brought against any indemnified Person's reasonable judgment a conflict party and it notifies the indemnifying party of interest between such indemnified and indemnifying Persons may exist with respect to such Claimthe commencement thereof, the indemnifying Person party shall have the absolute rightright to participate in, in its sole discretion and expenseand, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims extent that it may have. If the wish, jointly with any other indemnifying Person elects party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of such Claimits election to assume the defense thereof, the indemnifying Person shall party will not be subject liable to such indemnified party pursuant to the provisions of SECTION 5.1 or SECTION 5.2 for any liability legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall be liable to an indemnified party for any settlement made of any action or claim without the consent of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense party of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for an unconditional release from all Persons indemnified by such indemnifying Person with liability in respect to such Claimaction, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available claim or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionlitigation.

Procedures. Any Person entitled If any Third Party Claim shall be brought or alleged against an indemnified party in respect of which indemnity is to indemnification hereunder shall (i) give prompt written be sought against an indemnifying party pursuant to Section 10.1 or Section 10.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such Third Party Claim, notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 10.1 or Section 10.2 unless, and only to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimextent that, the indemnifying Person shall have party is actually prejudiced by such omission. In the absolute rightevent that any Third Party Claim is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 10.3, in its the indemnifying party will be entitled, at the indemnifying party’s sole discretion cost and expense, to elect to defend, contest or otherwise protect against participate therein. In any such Claim with legal counsel of Third Party Claim, an indemnified party shall have the right to retain its own selectioncounsel, but the reasonable fees and expenses of such counsel shall be at the sole cost and expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified Personparty and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. The indemnified Person It is agreed that the indemnifying party shall have the right, but not the obligation, to participate, at its own expensenot, in connection with any Third Party Claim or related proceedings in the defense thereof through counsel of its own choice and shall have same jurisdiction, be liable for the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all Persons such indemnified parties. The indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any pending or threatened Third Party Claim in respect of which any indemnified party is or would have been a party and indemnity would have been sought hereunder by such indemnifying Person with respect to such Claimindemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the reasonable judgment indemnified party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified Person a conflict of interest may exist between party and (iii) does not impose any continuing material obligation or restrictions on such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Person entitled With respect to the indemnities provided above in this Section 13, an indemnified party shall, with respect to any claim made against such indemnified party for which indemnification hereunder is available, notify the indemnifying party in writing of the nature of the claim as soon as practicable but not more than ten days after the indemnified party shall (i) have received notice of the assertion thereof before any court or governmental authority. The failure by an indemnified party to give prompt written notice as provided in the foregoing sentence shall not relieve the indemnifying party of its obligations under this Section except to the extent that the failure results in the failure of actual notice to the indemnifying Person party and the indemnifying party is damaged as a result of the failure to give notice. Upon receipt of notice by an indemnifying party from an indemnified party of the assertion of any Claim with respect such claim, the indemnifying party shall employ counsel reasonably acceptable to which it seeks indemnification; the indemnified party and shall assume the defense of such claim. The indemnified party shall have the right to employ separate counsel and to participate in (iibut not control) unless in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnified Person's reasonable judgment party unless (a) the employment of counsel by the indemnified party has been authorized by the indemnifying party, (b) the indemnified party shall have been advised by its counsel in writing that there is a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person party and the indemnified party in the conduct of the defense of such action (in which case the indemnifying party shall not have the absolute right, in its sole discretion and expense, right to elect to defend, contest or otherwise protect against any direct the defense of such Claim with legal counsel action on behalf of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the rightparty), but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If (c) the indemnifying Person elects party shall not in fact have employed counsel to assume the defense of such Claimaction, in each of which cases the fees and expenses of such counsel shall be at the expense of the indemnifying Person party. An indemnifying party shall not be subject to any liability liable for any settlement made by the indemnified Person of an action effected without its written consent (but such which consent shall not be unreasonably withheld or delayedwithheld). An No indemnifying Person who is party will consent to entry of any judgment or enter into any settlement which does not entitled toinclude as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such action. Whether or not the Partnership chooses to defend or prosecute a claim, each Partner shall, to the extent requested by the Partnership and at the Partnership's expense, cooperate in the prosecution or elects not to, assume the defense of a Claim such claim and shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by furnish such indemnifying Person with respect to such Claimrecords, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shallinformation, and shall cause their Affiliates totestimony and attend such conferences, at all times cooperate in all reasonable ways withdiscovery proceedings, make their relevant files and records available for inspection and copying byhearings, trials, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) appeals as may reasonably be requested in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionconnection therewith.

Procedures. Any Person entitled If any proceedings are instituted or any claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification hereunder pursuant to this Section 10, the indemnified party shall (i) give prompt promptly cause written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying Person party; provided, however, that the failure of any Claim with respect the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which it seeks indemnification; and (ii) unless in such the indemnifying party is obligated to be greater than they would have been had the indemnified Person's reasonable judgment a conflict of interest between such indemnified and party given the indemnifying Persons may exist with respect to such Claimparty prompt Notice hereunder. Except as otherwise provided herein, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person party shall have the right, but not the obligationat its option and expense, to participatedefend against, at its own expensenegotiate, in the defense thereof through counsel of its own choice or settle any such claim or demand, and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If if the indemnifying Person elects to assume the defense of such Claimparty exercises that option, the indemnifying Person party shall not be subject to any liability liable for any settlement made the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified Person party. An indemnifying party may not settle any such claim or demand without its the written consent (but such which consent shall not be unreasonably withheld withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event that the indemnifying Person fails timely party shall fail to defendrespond within ten (10) days after the giving of the Notice, contest then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or otherwise protect against settlement of any such Claimlegal proceeding, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims claim or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectiondemand.

Procedures. Any Person entitled Promptly after receipt by an indemnified party under this Section 1.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to indemnification hereunder be made against any indemnifying party under this Section 1.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (itogether with all other indemnified parties which may be represented without conflict by one counsel) give prompt shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying Person party within a reasonable time of the commencement of any Claim with respect such action, if materially prejudicial to which it seeks indemnification; and (ii) unless in its ability to defend such indemnified Person's reasonable judgment a conflict action, shall relieve such indemnifying party of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory liability to the indemnified Person. The indemnified Person shall have the rightparty under this Section 1.7, but the omission so to deliver written notice to the indemnifying party will not the obligation, relieve it of any liability that it may have to participate, at its own expenseany indemnified party otherwise than under this Section 1.7. No indemnifying party, in the defense thereof through counsel of its own choice and shall have any such claim or litigation, shall, except with the rightconsent of each indemnified party, but not the obligation, consent to assert entry of any and all cross-claims judgment or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for enter into any settlement made which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense party of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for release from all Persons indemnified by such indemnifying Person with liability in respect to such Claim, unless claim or litigation. The indemnity agreements contained in the reasonable judgment this Section 1.7 shall not apply to amounts paid in settlement of any indemnified Person a conflict loss, claim, damage, liability or action if such settlement is effected without the consent of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claimparty, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely such consent not to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionunreasonably withheld.

Procedures. Any Person entitled Promptly upon receipt by a party indemnified under ---------- this Section 5 of notice of the commencement of any action against such indemnified party in respect of which indemnity or reimbursement may be sought against any indemnifying party under this Section 5, such indemnified party shall notify the indemnifying party in writing of the commencement of such action, but the failure so to indemnification hereunder notify the indemnifying party shall (i) give prompt written not relieve it of any liability which it may have to any indemnified party otherwise than under this Section 5 unless such failure shall materially adversely affect the defense of such action. In case notice of commencement of any such action shall be given to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimparty as above provided, the indemnifying Person party shall have the absolute right, be entitled to participate in its sole discretion and expenseand, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims extent it may have. If the wish, jointly with any other indemnifying Person elects party similarly notified, to assume the defense of such Claimaction at its own expense, with counsel chosen by it and satisfactory to such indemnified party. The indemnified party shall have the indemnifying Person shall not be subject right to employ separate counsel in any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume action and participate in the defense of a Claim shall not be obligated to pay thereof, but the fees and expenses of more such counsel (other than one reasonable costs of investigation) shall be paid by the indemnified party unless (a) the indemnifying party agrees to pay the same, (b) the indemnifying party fails to assume the defense of such action with counsel for all Persons satisfactory to the indemnified party or (c) the named parties to any such action (including any impleaded parties) have been advised by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other counsel that representation of such indemnified Persons with respect party and the indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct (in which case the indemnifying party shall not have the right to assume the defense of such Claimaction on behalf of such indemnified party). The indemnified Persons No indemnifying party shall be liable for any settlement effected without its written consent. No indemnifying party shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, without the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights prior written consent of the indemnified Person as against party, effect any other Persons with settlement of any pending or threatened proceeding in respect to of which any Loss paid indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the indemnifying Person under this Sectionsubject matter of such proceeding.

Procedures. Any Person A party that intends to seek indemnification under this Section 14 (the “indemnitee”) shall notify the other party (the “indemnitor”) promptly in writing of any Claim in respect of which the indemnitee believes it is entitled to indemnification hereunder shall (i) claim indemnification, provided that the failure to give prompt written timely notice to the indemnifying Person of indemnitor shall not release the indemnitor from any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory liability to the indemnified Personindemnitee, except to the extent the indemnitor is prejudiced thereby. The indemnified Person indemnitor shall have the right, but not by notice to the obligationindemnitee, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of any such Claim within ten (10) days after the indemnitor’s receipt of notice of any Claim with counsel of the indemnitor’s choice and at the sole cost of the indemnitor. If the indemnitor so assumes such defense, the indemnitee may participate therein through counsel of its choice, but at the sole cost of the indemnitee; provided, however, that the indemnitor shall be obligated to pay fees and expenses of such indemnitee’s counsel if representation of the indemnitee by the counsel retained by the indemnitor would be inappropriate due to actual or potential conflicting interests between the indemnitee and any other party represented by such counsel in the investigation and defense of any such Claim. The party not assuming the defense of any such Claim shall render all reasonable assistance to the party assuming such defense, and all reasonable out-of-pocket costs of such assistance shall be for the indemnifying Person account of the indemnitor. No such Claim shall not be subject to any liability for any settlement made settled other than by the indemnified Person without its party defending the same, and then only with the consent (but such consent of the other party which shall not be unreasonably withheld withheld; provided that the indemnitee shall have no obligation to consent to any settlement of any such Claim which imposes on the indemnitee any liability or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall obligation which cannot be obligated assumed and performed in full by the indemnitor, and the indemnitee shall have no right to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect withhold its consent to such Claim, unless in the reasonable judgment any settlement of any indemnified Person a conflict such Claim if the settlement involves only the payment of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid money by the indemnifying Person under this Sectionindemnitor or its insurer.

Procedures. Any Person entitled Promptly after receipt by an indemnified party under ---------- this Section 3 of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 3, such indemnified party shall deliver to indemnification hereunder the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel at its own expense (i) give prompt except as specifically provided below). The failure to deliver written notice to the indemnifying Person party within a reasonable time following the commencement of any Claim such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 3 unless and to the extent that the indemnifying party is actually prejudiced thereby, but in no event shall it relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 3. Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with respect investigating or preparing to which defend such action or proceeding) shall be paid to the indemnified party, as incurred, within sixty (60) days of written notice thereof to the indemnifying party (regardless of whether it seeks indemnification; is ultimately determined that an indemnified party is not entitled to indemnification hereunder, but in such event such amounts shall be immediately refunded). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person party shall have the absolute right, in its sole discretion and expense, failed to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to promptly assume the defense of such Claimaction, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying Person party, and such indemnified party shall not have been advised by counsel that there may be subject one or more legal defenses available to any liability for any settlement made it which are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified Person without its consent (party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but such consent shall not substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume liable for the defense of a Claim shall not be obligated to pay the reasonable fees and expenses of more than one counsel separate firm of attorneys (together with appropriate local counsel) at any time for all Persons such indemnified by such parties. No indemnifying Person with respect party shall be liable to such Claim, unless in the reasonable judgment an indemnified party for any settlement of any indemnified Person a conflict action, proceeding or claim without the written consent of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claimparty, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person which consent shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionunreasonably withheld.

Procedures. Any Person entitled Each indemnified party agrees to indemnification hereunder shall (i) give the indemnifying party prompt written notice of any Losses or discovery of fact upon which such indemnified party intends to base a request for indemnification under Section 14.1 or 14.2. Each party shall furnish promptly to the indemnifying Person other party copies of all papers and official documents received in respect of any Claim Losses. The indemnified party shall cooperate with the indemnifying party in providing witnesses and records necessary in the defense against any Losses. With respect to any Losses relating solely to the payment of money damages and that will not result in the indemnified party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the indemnified party in any manner, and as to which it seeks indemnification; and (ii) unless the indemnifying party shall have acknowledged in such writing the obligation to indemnify the indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimparty hereunder, the indemnifying Person party shall have the absolute rightsole right to defend, settle, or otherwise dispose of such claim, on such terms as the indemnifying party, in its sole discretion and expensediscretion, to elect to defend, contest or otherwise protect against any such Claim with legal counsel shall deem appropriate. The indemnifying party shall obtain the written consent of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the rightparty, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent which shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled towithheld, prior to ceasing to defend, settling, or elects not to, assume otherwise disposing of any Losses if as a result thereof the defense indemnified party would become subject to injunctive or other equitable relief or any remedy other than the payment of a Claim money by the indemnifying party. The indemnifying party shall not be obligated to pay liable for any settlement or other disposition of a Loss by the indemnified party that is reached without the written consent of the indemnifying party. Except as provided in this Section 14.3, the costs and expenses, including fees and expenses disbursements of more than one counsel for all Persons indemnified counsel, incurred by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person party in connection with any claim shall be reimbursed on a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, Calendar Quarter basis by the indemnifying Person (i) party, without prejudice to the indemnifying party’s right to contest the indemnified party’s right to indemnification and subject to refund in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely party is ultimately held not to defend, contest or otherwise protect against any such Claim, be obligated to indemnify the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Person entitled to indemnification hereunder shall (i) give If any legal action governed by this Section 21 is commenced against an Indemnitee, prompt written notice thereof shall be given to the indemnifying Person party; provided, however, that failure to give prompt notice shall not reduce the indemnifying party's obligations under this Section 21 except to the extent it is prejudiced thereby. After such notice, if the indemnifying party shall acknowledge in writing to such Indemnitee that the right of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist indemnification under this Agreement applies with respect to such Claimclaim, then the indemnifying Person party shall have the absolute rightbe entitled, if it so elects, in a written notice delivered to the Indemnitee no later than ten (10) days prior to the date on which a response to such claim is due, to take control of the defense and investigation of such claim and to employ and engage attorneys of its sole discretion choice, and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Personparty, to handle and defend same, at the indemnifying party's expense. The indemnified Person Indemnitee shall have cooperate in all reasonable respects with the rightindemnifying party and its attorneys in the investigation, but not trial, and defense of such claim and any appeal arising therefrom; provided, however, that the obligation, to participateIndemnitee may, at its own expense, participate, through its attorneys or otherwise, in such investigation, trial, and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money by the indemnifying party shall be entered into by the indemnifying party without the prior written consent of the Indemnitee, which consent may be given or withheld in the defense thereof through counsel Indemnitee's sole discretion, to the extent that it concerns equitable remedies or the Indemnitee's Confidential Information or proprietary technology. After notice by the indemnifying party of its own choice and election to assume full control of the defense of any such claim, the Indemnitee shall have not be liable to the right, but not indemnifying party for any legal expenses incurred thereafter by such indemnifying party in connection with the obligation, to assert any and all cross-claims or counterclaims it may havedefense of that claim. If the indemnifying Person elects to party does not assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume full control over the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect claim subject to such Claim, unless defense as provided in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance tothis Section, the indemnifying Person (i) party may participate in such defense, at its defense of any Claim; expense, and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person Indemnitee shall have the rightright to defend and settle the claim in such manner as it may deem appropriate, but not at the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights expense of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Person entitled to indemnification hereunder shall If (i) any Event of Breach occurs or is alleged and a UAG Indemnified Party asserts that the Stockholders have become obligated to a UAG Indemnified Party pursuant to Section 9.1, or if any Stockholder Third Party Claim is begun, made or instituted as a result of which the Stockholders may become obligated to a UAG Indemnified Party hereunder, or (ii) a UAG Event of Breach occurs or is alleged and a Stockholder Indemnified Party asserts that UAG has become obligated to a Stockholder Indemnified Party pursuant to Section 9.2, or if any UAG Third Party Claim is begun, made or instituted as a result of which UAG may become obligated to a Stockholder Indemnified Party hereunder (for purposes of this Article 2, any UAG Indemnified Party and any Stockholder Indemnified Party is sometimes referred to as an "Indemnified Party" and UAG and the Stockholders are sometimes referred to as an "Indemnifying Party," and any UAG Third Party Claim and any Stockholder Third Party Claim is sometimes referred to as a "Third Party Claim," in each case as the context so requires), such Indemnified Party shall give prompt written notice to the indemnifying Person Indemnifying Party of its or his obligation to provide indemnification hereunder, provided that any Claim with respect failure to which so notify the Indemnifying Party shall not relieve them from any liability that it seeks indemnification; and (ii) unless in or he may have to the Indemnified Party under this Article 9. If such indemnified Person's reasonable judgment notice relates to a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Third Party Claim, the indemnifying Person shall have the absolute righteach Indemnifying Party, in its sole discretion jointly and expenseseverally, to elect agrees to defend, contest or otherwise protect such Indemnified Party against any such Third Party Claim with legal counsel of at his or its own selection, reasonably satisfactory to the indemnified Personsole cost and expense. The indemnified Person Such Indemnified Party shall have the right, but not the obligation, to participate, participate at its own expense, expense in the defense thereof through by counsel of its own such Indemnified Party's choice and shall have in any event cooperate with and assist the right, but not Indemnifying Party to the obligation, to assert any and all cross-claims or counterclaims it may haveextent reasonably possible. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person Indemnifying Party fails timely to defend, contest or otherwise protect against such Third Party Claim, such Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and such Indemnified Party shall be entitled to recover the entire Cost thereof from the Indemnifying Party, including, without limitation, attorneys' fees, disbursements and amounts paid (or of which such Indemnified Party has become obligated to pay) as the result of such Third Party Claim. Failure by the Indemnifying Party to notify such Indemnified Party of its or their election to defend any such Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its or their right to defend such Third Party Claim. If the Indemnifying Party assumes the defense of the particular Third Party Claim, the indemnified Person Indemnifying Party shall not, in the defense of such Third Party Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party. In addition, the Indemnifying Party shall not enter into any settlement of any Third Party Claim except with the written consent of such Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnified Party a full release from all liability in respect of such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the rightdefense or settlement of any Third Party Claim to the extent the Third Party Claim seeks an order, but not the obligation, to defend, contest, assert cross-claims injunction or counterclaims or otherwise protect other equitable relief against the same. The indemnifying Person shall be subrogated to Indemnified Party which, if successful, could materially interfere with the claims business, operations, assets, condition (financial or rights otherwise) or prospects of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this SectionIndemnified Party.

Procedures. Any Person entitled to indemnification hereunder In each instance in which indemnity is claimed hereunder, the party claiming indemnity (the “Indemnitee”) shall (i) give prompt written notice to the indemnifying Person party against whom indemnity is sought (the “Indemnitor”) of any Claim claim, action or proceeding in respect of which indemnity is claimed, together with respect photocopies of any and all letters, pleadings or other documents in the Indemnitee’s possession which are alleged to which form the material basis of any such claim or action; provided, that the failure to provide such notice in a timely fashion shall not affect the Indemnitor’s obligations hereunder except to the extent that any delay in providing such notice results in actual prejudice to the Indemnitor. In any case, the Indemnitee shall cooperate with the Indemnitor in the defense of any such claim or action to the extent that the Indemnitor and Indemnitee are not adverse parties or have adverse interests therein. The Indemnitor shall have the right to control the defense of any such claim or action by counsel of the Indemnitor’s choice, at the Indemnitor’s sole cost and expense. The Indemnitee shall have the right to observe any legal proceedings relating to any such claim or action and to retain its own counsel, it seeks indemnification; being understood that the fees and expenses of the Indemnitee’s counsel shall be paid by the Indemnitee (unless (i) the defendants in any such claim or action include both the Indemnitor and the Indemnitee and the Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to such Indemnitee that are different from or additional to those available to the Indemnitor or (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified the Indemnitor fails promptly to assume the defense and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal retain counsel of its own selection, reasonably satisfactory to the indemnified PersonIndemnitee, in which cases such reasonable fees and expenses shall be paid by the Indemnitor). The indemnified Person Indemnitor shall have not, without the right, but not prior written consent of the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent Indemnitee (but such which consent shall not be unreasonably withheld or delayedwithheld). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment effect any settlement of any indemnified Person a conflict of interest may exist between pending or threatened proceeding unless such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate settlement is solely monetary in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionnature.

Procedures. Any Person entitled If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to indemnification hereunder shall (i) give prompt written be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimextent that, the indemnifying Person shall have party is actually prejudiced by such omission. In the absolute rightevent that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 7.3, in its the indemnifying party will be entitled, at the indemnifying party’s sole discretion cost and expense, to elect to defendparticipate therein and, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims extent that it may have. If the indemnifying Person elects wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such Claimindemnified party of its election so to assume the defense thereof, the indemnifying Person shall party will not be subject liable to any liability such indemnified party under this Article VII for any settlement made legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified Person without its consent party shall have mutually agreed to the retention of such counsel, (but such consent shall not be unreasonably withheld or delayed). An b) the indemnifying Person who is not entitled to, or elects not to, assume party has assumed the defense of such proceeding and has failed within a Claim reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) 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 conflicts of interests between them based on the advice of counsel to the indemnified party, in which case the reasonable fees and expenses of such counsel shall not be obligated to pay at the expense of the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all Persons such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (such consent not to be unreasonably withheld), effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnifying Person with respect to such Claimindemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the reasonable judgment indemnified party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; party and (iiiii) its prosecution under the last sentence of this Section 8.3 of does not impose any related claim, cross-complaint, counterclaim obligation or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against restrictions on any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Person entitled Promptly after receipt by an indemnified party under this Section 2.6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to indemnification hereunder be made against any indemnifying party under this Section 2.6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (itogether with all other indemnified parties which may be represented without conflict by one counsel) give prompt shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying Person party within a reasonable time of the commencement of any Claim with respect such action, if materially prejudicial to which it seeks indemnification; and (ii) unless in its ability to defend such indemnified Person's reasonable judgment a conflict action, shall relieve such indemnifying party of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory liability to the indemnified Person. The party under this Section 2.6 to the extent that such indemnifying party is harmed by the failure of the indemnified Person shall have the rightparty to provide timely notice, but the omission so to deliver written notice to the indemnifying party will not the obligation, relieve it of any liability that it may have to participate, at its own expenseany indemnified party otherwise than under this Section 2.6. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof through counsel the giving by the claimant or plaintiff to such indemnified party of its own choice and a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.6 shall have not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If consent of the indemnifying Person elects to assume the defense of such Claimparty, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such which consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionwithheld.

Procedures. Any In case any proceeding (including any governmental investigation) shall be instituted involving any Person entitled in respect of which indemnity may be sought pursuant to indemnification hereunder either Section 2.5(a) or 2.5(b) above, such Person (the "INDEMNIFIED PARTY") shall promptly notify the Person against whom such indemnity may be sought (ithe "INDEMNIFYING PARTY") give prompt written notice to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) in writing and, unless in such indemnified Personparty's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist parties exists with respect to such Claimproceeding, shall permit the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects party to assume the defense of such Claim, proceeding with counsel reasonably satisfactory to the indemnified party and the indemnifying Person party shall pay the fees and disbursements of such counsel related to such proceeding. It is understood that if an indemnifying party does not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim proceeding, such indemnifying party shall not not, in connection with such proceeding or related proceedings in the same jurisdiction, be obligated to pay liable for the fees and expenses of more than one counsel separate firm (in addition to any local counsel) for (i) the Company, its directors, its officers who signed the applicable Registration Statement and each Person, if any, who controls the Company or (ii) all Holders and all Persons, if any, who control any Holders, as the case may be, and that all such fees and expenses shall be reimbursed as they are incurred. In such case involving Holders and such Persons who control Holders, such firm shall be designated in writing by the Holders of a majority of the Registrable Securities involved in such case. The indemnified party shall cooperate with the indemnifying party and shall furnish the indemnifying party all information available to the indemnified party which relate to such action or claim that the indemnifying party may reasonably request. The 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 be 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. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnifying Person with respect to such Claimindemnified party, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other settlement includes an unconditional release of such indemnified Persons with respect to party from all liability on claims that are the subject matter of such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionproceeding.

Procedures. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel (plus any local counsel) for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 8.03 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Section.

Procedures. Any Person entitled If any Third Party Claim shall be brought or alleged against an indemnified party in respect of which indemnity is to indemnification hereunder shall (i) give prompt written be sought against an indemnifying party pursuant to ‎Section 10.1 or ‎Section 10.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such Third Party Claim, notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under ‎Section 10.1 or ‎Section 10.2 unless, and only to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimextent that, the indemnifying Person shall have party is actually prejudiced by such omission. In the absolute rightevent that any Third Party Claim is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this ‎Section 10.3, in its the indemnifying party will be entitled, at the indemnifying party’s sole discretion cost and expense, to elect to defend, contest or otherwise protect against participate therein. In any such Claim with legal counsel of Third Party Claim, an indemnified party shall have the right to retain its own selectioncounsel, but the reasonable fees and expenses of such counsel shall be at the sole cost and expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified Personparty and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. The indemnified Person It is agreed that the indemnifying party shall have the right, but not the obligation, to participate, at its own expensenot, in connection with any Third Party Claim or related proceedings in the defense thereof through counsel of its own choice and shall have same jurisdiction, be liable for the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all Persons such indemnified parties. The indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any pending or threatened Third Party Claim in respect of which any indemnified party is or would have been a party and indemnity would have been sought hereunder by such indemnifying Person with respect to such Claimindemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the reasonable judgment indemnified party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified Person a conflict of interest may exist between party and (iii) does not impose any continuing material obligation or restrictions on such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Person entitled If either Party seeks indemnification under this Article VIII, it shall give notice ("CLAIM NOTICE") to indemnification hereunder shall the other Party of the basis of the claim (the "CLAIM") (i) give prompt written notice to within a reasonable time after discovery of the indemnifying Person of any Claim with respect to which it seeks indemnification; facts, and (ii) unless in any event, within the time periods set forth in Section 8.1, provided that the failure to give such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, notice shall not relieve the indemnifying Person Party of any liability hereunder except to the extent that the indemnified Party is materially adversely prejudiced by such failure. The indemnifying Party shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory give notice to the indemnified Person. The Party within thirty (30) days after receipt of the notice requested by this Section 8.3 advising whether it (i) acknowledges its obligation to indemnify the indemnified Person shall have Party, or (ii) disputes its obligation to indemnify the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may haveindemnified Party. If the indemnifying Person elects Party acknowledges its indemnification obligation with respect to assume the defense of Claim, and (i) such ClaimClaim is based upon an asserted liability or obligation to a person or entity that is not a Party to this Agreement (a "THIRD PARTY CLAIM"), the indemnifying Person Party shall not be have the right to defend or settle such Third Party Claim subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled toterms and conditions of Section 8.4 hereof, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any if such Claim is not a Third Party Claim, the indemnified Person Party shall have be entitled to immediate satisfaction of such Claim. If the rightindemnifying Party does not notify the indemnified Party within fifteen (15) business days following receipt of notice of a Claim that is not a Third Party Claim that it disputes such Claim, but not such Claim shall be deemed a liability of the obligationindemnifying Party, and the indemnifying Party shall pay the amount of the Claim on demand by the indemnified Party, or in the case of any notice in which the amount of the Claim is estimated, on such later date when the amount of the Claim is finally determined. If the indemnifying Party disputes the Claim in a timely manner as set forth herein, the indemnifying Party and the indemnified Party shall proceed in good faith to negotiate a resolution of the dispute, or, if necessary, to defend, contest, assert cross-claims or counterclaims or otherwise protect against resolve the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person dispute as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionset forth in Section 9.5 hereof.

Procedures. Any (a) In the event that any claim or demand for which an indemnifying party would be liable to a Seller Indemnified Person entitled or a Purchaser Indemnified Person (each, an “Indemnified Person”) hereunder is asserted against or sought to indemnification hereunder be collected from an Indemnified Person by a third party (each, an “Action”), the Indemnified Person shall promptly notify the indemnifying party of such Action (i) give prompt written notice each, an “Indemnifying Person”), specifying the nature of such claim or demand in reasonable detail and the amount or the estimated amount thereof to the indemnifying extent feasible, which estimate the parties hereto agree shall not be conclusive of the final amount of such claims and demand (the “Claim Notice”). Except as provided in Section 9.01 and Section 9.02, the failure to provide the Claim Notice to the Indemnifying Person promptly will not relieve the Indemnifying Person of any liability it may have to the Indemnified Person giving the Claim with respect Notice, except to which it seeks indemnification; the extent that the Indemnifying Person demonstrates that the defense of such action is actually and materially prejudiced by the Indemnified Person’s failure to give such Claim Notice promptly. The Indemnifying Person shall have ten (ii10) unless Business Days from receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Person in such indemnified writing whether or not the Indemnifying Person's reasonable judgment a conflict of interest between such indemnified , acting reasonably and indemnifying Persons may exist in good faith, disputes liability to the Indemnified Person hereunder with respect to such Claimclaim or demand and such notification shall provide the rationale and factual basis for any such dispute (a “Dispute Notice”). Any Dispute Notice shall be resolved by the mutual agreement of the Indemnified Person and the Indemnifying Person, by a final consent order or regulatory finding by a regulator, or by a final order, decree or judgment of a court of competent jurisdiction. The Indemnified Person hereby covenants, undertakes and agrees that if it is ultimately determined (either by mutual agreement of the parties, by a final consent order or regulatory finding by a regulator, or by such final order, decree or judgment referred to in the previous sentence) that Indemnified Person was not entitled to be indemnified by the Indemnifying Person, the indemnifying Indemnified Person shall have reimburse the absolute rightIndemnifying Person, within ten (10) Business Days of such agreement, final consent order or regulatory finding, or final order, decree or judgment, for all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Indemnifying Person in its sole discretion and expensedefending the related claim or demand, to elect to defend, contest from the date on which the Indemnifying Person began defending such claim or otherwise protect against demand. During any such Claim with legal counsel of period when the Indemnifying Person has retained its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, counsel in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claimaccordance with this Section 9.03(b), the indemnifying Indemnified Person shall not pay, compromise or settle such Action without the Indemnifying Person’s consent, which may be subject to any liability for any settlement made by granted or withheld in the indemnified Indemnifying Person’s sole discretion; provided that the Indemnified Person may nonetheless pay, compromise or settle such Action without its consent (but such consent shall during such period, in which event it shall, automatically and without any further action on its part, waive any right (whether or not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense pursuant to this Agreement) to indemnity in respect of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect Losses relating to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this SectionAction.

Procedures. Any Person entitled to indemnification hereunder under this Article II shall, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such indemnified party in respect of which indemnity may be sought from an indemnifying party under this Article II, notify the indemnifying party in writing of the commencement thereof. The omission of any indemnified party so to notify an indemnifying party of any such action shall (i) give prompt written notice not relieve the indemnifying party from any liability which it may have to such indemnified party under this Article II unless, and only to the extent that, such omission results in the indemnifying Person party's forfeiture of substantive rights or defenses or the indemnifying party is otherwise irrevocably prejudiced in defending such proceeding. In case any Claim with respect such action, claim or other proceeding shall be brought against any indemnified party for which indemnification is claimed pursuant to which Section 2.1, and it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict shall notify the Company of interest between such indemnified and indemnifying Persons may exist with respect to such Claimthe commencement thereof, the indemnifying Person Company shall have be entitled to assume the absolute right, in defense thereof at its sole discretion and own expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the Company; PROVIDED, that any such indemnified Person. The indemnified Person shall have the right, but not the obligation, to participateparty may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the defense thereof through counsel of its own choice foregoing, in any action, claim or proceeding in which both the Company, on the one hand, and an indemnified party, on the other hand, is, or is reasonably likely to become, a party, such indemnified party shall have the rightright to employ separate counsel at the Company's expense and to control its own defense of such action, but not claim or proceeding if, (a) the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects Company has failed to assume the defense and employ counsel as provided herein, (b) the Company has agreed in writing to pay such fees and expenses of separate counsel or (c) in the reasonable opinion of counsel to such Claimindemnified party, a conflict or likely conflict exists between the indemnifying Person Company, on the one hand, and such indemnified party, on the other hand, that would make such separate representation advisable; PROVIDED, HOWEVER, that the Company shall not in any event be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated required to pay the fees and expenses of more than one separate counsel for all Persons indemnified (and if deemed necessary by such indemnifying Person with respect separate counsel, appropriate local counsel who shall report to such Claimseparate counsel). The Company shall not, unless in without the reasonable judgment prior written consent of an indemnified party, settle, compromise or consent to the entry of any indemnified Person a conflict of interest may exist between judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if such indemnified Person and any other party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of such indemnified Persons with respect to party from all liability arising or that may arise out of such Claimclaim, action or proceeding. The rights accorded to indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person parties hereunder shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect in addition to any Loss paid rights that any indemnified party may have at common law, by the indemnifying Person under this Sectionseparate agreement or otherwise.

Procedures. Any Person entitled If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to indemnification hereunder shall (i) give prompt written be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimextent that, the indemnifying Person shall have party is actually prejudiced by such omission. In case any such action is brought against an indemnified party and it notifies the absolute rightindemnifying party of the commencement thereof, in its the indemnifying party will be entitled, at the indemnifying party’s sole discretion cost and expense, to elect to defendparticipate therein and, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims extent that it may have. If the indemnifying Person elects wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such Claimindemnified party of its election so to assume the defense thereof, the indemnifying Person shall party will not be subject liable to any liability such indemnified party under this Article VII for any settlement made legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and except as provided below. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable and documented fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified Person without its consent party shall have mutually agreed to the retention of such counsel, (but such consent shall not be unreasonably withheld or delayed). An b) the indemnifying Person who is not entitled to, or elects not to, assume party has assumed the defense of such proceeding and has failed within a Claim reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) 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 conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be obligated to pay liable for the reasonable and documented fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all Persons such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (such consent not to be unreasonably withheld), effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnifying Person with respect to such Claimindemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the reasonable judgment indemnified party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; party and (iiiii) its prosecution under the last sentence of this Section 8.3 of does not impose any related claim, cross-complaint, counterclaim obligation or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against restriction on any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Person entitled If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to indemnification hereunder shall (i) give prompt written be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimextent that, the indemnifying Person shall have party is actually prejudiced by such omission. In case any such action is brought against an indemnified party and it notifies the absolute rightindemnifying party of the commencement thereof, in its the indemnifying party will be entitled, at the indemnifying party’s sole discretion cost and expense, to elect to defendparticipate therein and, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims extent that it may have. If the indemnifying Person elects wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such Claimindemnified party of its election so to assume the defense thereof, the indemnifying Person shall party will not be subject liable to any liability such indemnified party under this Article VII for any settlement made legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and except as provided below. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable and documented fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified Person without its consent party shall have mutually agreed to the retention of such counsel, (but such consent shall not be unreasonably withheld or delayed). An b) the indemnifying Person who is not entitled to, or elects not to, assume party has assumed the defense of such proceeding and has failed within a Claim reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) 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 conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be obligated to pay liable for the reasonable and documented fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all Persons such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (such consent not to be unreasonably withheld), effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnifying Person with respect to such Claimindemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the reasonable judgment indemnified party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified Person a conflict party and (iii) does not impose any obligation or restriction on any indemnified party. Confidential Treatment has been requested for portions of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claimthis exhibit. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, copy filed herewith omits the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under information subject to the last sentence confidentiality request. Omissions are designated as “****”. A complete version of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In exhibit has been filed separately with the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this SectionSecurities and Exchange Commission.

Procedures. Any Person entitled If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought against an indemnified party in respect of which indemnity is to indemnification hereunder shall (i) give prompt written be sought against an indemnifying party pursuant to Sections 8.1 or 8.2, as applicable, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Sections 8.1 or 8.2, as applicable, unless, and only to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimextent that, the indemnifying Person shall have party is actually prejudiced by such omission. In the absolute rightevent that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 8.3, in its the indemnifying party will be entitled, at the indemnifying party’s sole discretion cost and expense, to elect to defendparticipate therein and, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims extent that it may have. If the indemnifying Person elects wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of such Claimits election so to assume the defense thereof, the indemnifying Person shall party will not be subject liable to any liability such indemnified party under this Article VIII for any settlement made legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified Person without its consent party shall have mutually agreed to the retention of such counsel at the indemnifying party’s expense, (but such consent shall not be unreasonably withheld or delayed). An b) the indemnifying Person who is not entitled to, or elects not to, assume party has assumed the defense of such proceeding and has failed within a Claim reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) 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 conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be obligated to pay liable for the reasonable fees and expenses of more than one counsel separate law firm for each jurisdiction for all Persons such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnifying Person with respect to such Claimindemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the reasonable judgment indemnified party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; party and (iiiii) its prosecution under the last sentence of this Section 8.3 of does not impose any related claim, cross-complaint, counterclaim continuing material obligation or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against restrictions on any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Person entitled to Indemnified Party shall notify the Indemnifying Party (with reasonable detail) promptly after it becomes aware of facts supporting a claim or action for which indemnification hereunder is provided under this Article VIII, and shall (i) give prompt written notice provide to the indemnifying Person Indemnifying Party as soon as practicable thereafter all reasonably available information and documentation necessary to support and verify any Losses associated with such claim or action. The failure to so notify or provide information to the Indemnifying Party shall not relieve the Indemnifying Party of any Claim with respect liability that it may have to which any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that it seeks indemnification; and (ii) unless in has been materially prejudiced by the Indemnified Party’s failure to give such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute rightnotice, in which case the Indemnifying Party shall be relieved from its sole discretion obligations hereunder to the extent of such material prejudice. The Indemnifying Party shall participate in and expense, to elect to defend, contest or otherwise protect the Indemnified Party against any such Claim with legal claim or action by counsel of the Indemnifying Party’s choice at its own selectionsole cost and expense; provided, reasonably satisfactory to however, that the indemnified PersonIndemnifying Party shall not make any settlement or compromise without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, there is no admission or statement of fault or culpability on the part of the Indemnified Party and there is an unconditional release of the Indemnified Party from all liability on any claims that are the subject of such claim or action. The indemnified Person Indemnified Party shall use commercially reasonable efforts upon the reasonable request of the Indemnifying Party to cooperate with and assist the Indemnifying Party in defending, contesting, or otherwise protecting the Indemnified Party against any suit, action, investigation, claim, or proceeding in connection with which a claim for indemnification is made. The Indemnified Party shall have the right, but not the obligation, to participate, participate at its own expense, expense in the defense thereof through by counsel of its own choice and the Indemnified Party’s choice; provided, however, that the Indemnifying Party shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one separate counsel for all Persons indemnified the Indemnified Party if (a) the Indemnifying Party has agreed to pay such fees and expenses, or (b) counsel for the Indemnifying Party reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person same counsel would create a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claiminterest. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, If the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person Indemnifying Party fails timely to defend, contest or otherwise protect against any such Claimsuit, action, investigation, claim or proceeding, the indemnified Person Indemnified Party shall have the rightright to do so, but not including, without limitation, the obligationright to make any compromise or settlement thereof, to defend, contest, assert cross-claims or counterclaims or otherwise protect against and the same. The indemnifying Person Indemnified Party shall be subrogated entitled to recover the claims entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionproceeding.

Procedures. Any Person entitled Promptly after receipt by an indemnified party under this Section 1.9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to indemnification hereunder be made against any indemnifying party under this Section 1.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (itogether with all other indemnified parties which may be represented without conflict by one counsel) give prompt shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying Person party within a reasonable time of the commencement of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expenseaction, to elect the extent prejudicial to defendits ability to defend such action, contest or otherwise protect against shall relieve such indemnifying party of any such Claim with legal counsel of its own selection, reasonably satisfactory liability to the indemnified Person. The indemnified Person shall have the rightparty under this Section 1.9, but the omission so to deliver written notice to the indemnifying party will not the obligation, relieve it of any liability that it may have to participate, at its own expenseany indemnified party otherwise than under this Section 1.9. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof through counsel the giving by the claimant or plaintiff to such indemnified party of its own choice and a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 1.9 shall have not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If consent of the indemnifying Person elects to assume the defense of such Claimparty, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such which consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionwithheld.

Procedures. Any Person entitled If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to indemnification hereunder shall (i) give prompt written be sought against an indemnifying party pursuant to Section 8.1 or Section 8.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 8.1 or Section 8.2 unless, and only to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimextent that, the indemnifying Person shall have party is actually prejudiced by such omission. In the absolute rightevent that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 8.3, in its the indemnifying party will be entitled, at the indemnifying party’s sole discretion cost and expense, to elect to defendparticipate therein and, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims extent that it may have. If the indemnifying Person elects wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of such Claimits election so to assume the defense thereof, the indemnifying Person shall party will not be subject liable to any liability such indemnified party under this Article VII for any settlement made legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified Person without its consent party shall have mutually agreed to the retention of such counsel, (but such consent shall not be unreasonably withheld or delayed). An b) the indemnifying Person who is not entitled to, or elects not to, assume party has assumed the defense of such proceeding and has failed within a Claim reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) 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 conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be obligated to pay liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all Persons such indemnified parties. The 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnifying Person with respect to such Claimindemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the reasonable judgment indemnified party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; party and (iiiii) its prosecution under the last sentence of this Section 8.3 of does not impose any related claim, cross-complaint, counterclaim continuing material obligation or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against restrictions on any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Person entitled Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to indemnification hereunder shall (i) give prompt written notice be made against the indemnifying party hereunder, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability that such indemnifying party may have to any indemnified party under this Agreement except to the extent that such indemnifying Person party has been materially prejudiced by such failure. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimthe commencement thereof, the indemnifying Person shall have the absolute rightparty will be entitled to participate therein, in its sole discretion and expenseand, to elect to defend, contest or otherwise protect against any the extent that such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligationindemnifying party may wish, to participate, assume (at its own expense) the defense thereof, with counsel satisfactory to such indemnified party (which counsel may be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party hereunder, such indemnifying party shall not be liable for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have agreed in writing to the continuing participation of such counsel or (ii) 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, in the defense thereof through counsel opinion of its own choice and shall have such counsel, be inappropriate due to the right, but not the obligation, to assert any and all cross-claims actual or counterclaims it may havepotential differing interests between them. If the indemnifying Person elects to assume party assumes the defense of any proceeding, it shall be entitled to settle such Claim, proceeding with the indemnifying Person shall not be subject to any liability for any settlement made by consent of the indemnified Person without its consent (but such consent shall party, which will not be unreasonably withheld or delayed). An indemnifying Person who is not entitled todelayed or, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel if such settlement provides for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights release of the indemnified Person as party in connection with all matters relating to the proceeding which have been asserted against any other Persons with respect to any Loss paid the indemnified party in such proceeding by the indemnifying Person under this Sectionother parties to such settlement, without the consent of the indemnified party.

Procedures. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying Person of If any Claim third party makes a claim covered by ss.11.01 or ss.11.02 against an Indemnitee with respect to which it seeks indemnification; such Indemnitee intends to seek indemnification under this ss.11, such Indemnitee shall give notice of such claim to the Indemnitor, including a brief description of the amount and (ii) unless in basis therefor, if known. Upon giving such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimnotice, the indemnifying Person Indemnitor shall have be obligated to defend such Indemnitee against such claim, and shall be entitled to assume control of the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim defense of the claim with legal counsel of its own selectionchosen by the Indemnitor, reasonably satisfactory to the indemnified PersonIndemnitee. Indemnitee shall cooperate fully with, and assist, the Indemnitor in its defense against such claim in all reasonable respects. The indemnified Person Indemnitor shall keep the Indemnitee fully apprised at all times as to the status of the defense. Notwithstanding the foregoing, the Indemnitee shall have the rightright to employ its own separate counsel in any such action, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one such counsel shall be at the expense of such Indemnitee; PROVIDED (1) if the parties agree that it is advantageous to the defense for all Persons indemnified by such indemnifying Person with respect the Indemnitee to such Claim, unless employ its own counsel or (2) in the reasonable judgment of any indemnified Person a conflict the Indemnitee, based upon an opinion of counsel which shall be provided to the Indemnitor, representation of both the Indemnitor and the Indemnitee would be inappropriate under applicable standards of professional conduct due to actual or potential conflicts of interest may exist between them, then reasonable fees and expenses of the Indemnitee's counsel shall be at the expense of the Indemnitor, subject to the Indemnitor's approval of such indemnified Person counsel. Neither the Indemnitor nor any Indemnitee shall be liable for any settlement of any action or claim effected without its consent. Notwithstanding the foregoing, the Indemnitee shall retain, assume, or reassume sole control over, all expenses relating to, every aspect of the defense that it believes is not the subject of the indemnification provided for in ss.11.01 or ss.11.02, as applicable. Until both (a) the Indemnitee receives notice from the Indemnitor that it will defend and (b) the Indemnitor assumes such defense, the Indemnitee may, at any time after 30 days from the date notice of claim is given to the Indemnitor by the Indemnitee, resist or otherwise defend the claim or, after consultation with and consent of the Indemnitor, settle or otherwise compromise or pay the claim. The Indemnitor shall pay all costs of the Indemnitee arising out of or relating to that defense and any other of such indemnified Persons with respect to such Claimsettlement, compromise, or payment. The indemnified Persons shall, and Indemnitee shall cause their Affiliates to, keep the Indemnitor fully apprised at all times cooperate as to the status of the defense. Following indemnification as provided in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance toss.11, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person Indemnitor shall be subrogated to the claims or all rights of the indemnified Person as against any other Persons Indemnitee with respect to any Loss paid by the indemnifying Person under this Sectionmatters for which indemnification has been made.

Procedures. Any Promptly after receipt by an Indemnified Person entitled or Indemnified Party under this Section 7 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to indemnification hereunder shall (i) give prompt written notice be made against any indemnifying party under this Section 7, deliver to the indemnifying Person party a written notice of any Claim with respect to which it seeks indemnification; the commencement thereof, and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person party shall have the absolute rightright to participate in, in its sole discretion and expenseand, to elect the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to defend, contest or otherwise protect against any such Claim assume control of the defense thereof with legal counsel of its own selection, reasonably mutually satisfactory to the indemnified Person. The indemnified indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right, but not the obligation, right to participate, at retain its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay with the fees and expenses of not more than one counsel for all Persons indemnified such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party, as applicable, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate reasonably with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to such Claimall third parties, unless in firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable judgment time of the commencement of any indemnified such action shall not relieve such indemnifying party of any liability to the Indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect or Indemnified Party under this Section 7, except to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the extent that the indemnifying Person (i) party is prejudiced in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely ability to defend, contest or otherwise protect against any defend such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionaction.

Procedures. Any Except as otherwise provided in Article 8, the following provisions shall apply to claims for Damages arising from claims by a third party (each a "Claim"). Promptly after receipt by any Person entitled to indemnification under this Article 11 of notice of the commencement of a Claim in respect of which such Person will seek indemnification hereunder, such Person shall notify in writing the Person(s) from whom indemnification hereunder is sought, which notice shall (i) give prompt written notice to specify the indemnifying Person nature of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the amount of Damages sought in such Claim, if known, and the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. Failure to so notify the indemnifying Person party shall not relieve it from any liability that it may have under this Article 11 except to the extent that the indemnifying party's ability to defend such Claim is materially prejudiced by the failure to give such notice. If the indemnifying party acknowledges in writing its obligation to indemnify the indemnified party hereunder against any Damages that may result from a Claim, the indemnifying party shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selectionselection so long as the indemnifying party gives notice of its intention to so defend, reasonably satisfactory contest or otherwise protect against such Claim within five days of its receipt of notice from the indemnified party regarding such Claim; provided that nothing herein shall entitle the indemnifying party to control the defense or settlement of any Claim to the extent the Claim if successful could materially interfere with the business, operations, assets, conditions or prospects of the indemnified Personparty. The indemnified Person party shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons party shall, and shall cause its Affiliates (and their Affiliates torespective directors, officers, agents and employees), to at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) party in its defense of any Claim; and (ii) its prosecution action for which indemnity is sought under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogationArticle 11. In the event the indemnifying Person party fails to timely to defend, contest or otherwise protect against any such Claim, the indemnified Person party shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the samesame at the indemnifying party's expense. The indemnifying Person shall be subrogated to party may not, without the claims or rights consent of the indemnified Person as against party settle or compromise any Claim if the settlement or compromise imposes equitable remedies or material obligations on the indemnified party other Persons with respect to any Loss paid by the indemnifying Person under this Sectionthan financial obligations for which such indemnified party will be indemnified hereunder.

Procedures. Any Person entitled If, with respect to a third party, an ---------- event occurs or is alleged to have occurred and Executive asserts that the Company has become obligated to provide indemnification hereunder to him under this Section 10 (an "Indemnity Claim"), Executive (the --------------- "Indemnitee") shall (i) give prompt written notice to the indemnifying Person of Company (the ---------- "Indemnitor"). The failure to so notify Indemnitor shall not, ---------- however, release Indemnitor from any Claim with respect obligation or liability it may have to which it seeks indemnification; and (ii) unless in Indemnitee under this Section except to the extent such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect failure materially prejudices Indemnitor. Indemnitor agrees to defend, contest or otherwise protect Indemnitee against any such Indemnity Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Personat Indemnitor's sole cost and expense. The indemnified Person Indemnitee shall have the right, but not the obligation, to participate, participate at its own expense, the Company's expense in the defense thereof through by counsel of its own Indemnitee's choice and shall have in any event cooperate with and assist Indemnitor to the right, but not the obligation, to assert any and all cross-claims or counterclaims it may haveextent reasonably possible. If the indemnifying Person elects Indemnitor fails to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Indemnity Claim, the indemnified Person Indemnitee shall have the rightright to do so, but not with counsel of his choice, including, without limitation, the obligationright to make any compromise or settlement thereof, to defend, contest, assert cross-claims or counterclaims or otherwise protect against and the same. The indemnifying Person Indemnitee shall be subrogated entitled to recover the entire cost thereof from Indemnitor, including, without limitation, attorneys' fees, disbursements and all amounts paid as the result of such Indemnity Claim. Indemnitor shall be bound by any determination made as to such Indemnity Claim or any compromise or settlement effected by the Indemnitee. If Indemnitor assumes the defense of any Indemnity Claim, (a) such will conclusively establish, for purposes of this Agreement, that the claims made in that Indemnity Claim are within the scope of and subject to indemnification hereunder, (b) no compromise or settlement of such claims may be effected by Indemnitor without Indemnitee's written consent unless (i) there is no finding or admission of any violation of federal, state, local, municipal, foreign, international, multinational or other administrative order, law, ordinance, principal of common law, regulation, statute or treaty or any violation of the rights of the indemnified Person as against any person and no effect on any other Persons claims that may be made against Indemnitee and (ii) the sole relief provided is monetary damages that are paid in full by Indemnitor; and (c) Indemnitee will have no liability with respect to any Loss paid by compromise or settlement of such claims effected without his written consent. Notwithstanding anything to the indemnifying Person contrary contained in this Section 10, if Indemnitee settles or compromises any Indemnity Claim without Indemnitor=s prior written consent, Indemnitor shall have no obligation for indemnification under this SectionSection 10.

Procedures. Any Person Promptly after receipt by an indemnified party under this Section 6 of notice of the threat or commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 6, promptly notify the indemnifying party in writing thereof, but the omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 6 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to indemnification hereunder participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall (i) give prompt written notice have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified and parties that are different from or additional to those available to the indemnifying Persons may exist with respect to such Claimparty, the indemnifying Person indemnified party or parties shall have the absolute right, in its sole discretion right to select separate counsel to assume such legal defenses and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, participate in the defense thereof through counsel of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects election to assume the defense of such Claimaction and approval by the indemnified party of counsel, the indemnifying Person party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be subject liable for the expenses of more than one separate counsel, reasonably satisfactory to any liability for any settlement made by such indemnifying party, representing all of the indemnified Person without its consent parties who are parties to such action) or (but ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld withheld, conditioned or delayed). An No indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons party shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, without the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights prior written consent of the indemnified Person as against party, effect any other Persons with settlement of any pending or threatened proceeding in respect to of which any Loss paid indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the indemnifying Person under this Sectionsubject matter of such proceeding.

Procedures. Any (a) An Indemnified Person that has (or believes that it has) a claim for indemnification under this Article 6, other than a claim for indemnification that involves a Third Party Claim, shall give written notice to Parent or the Stockholder Committee (as the representative of the former stockholders of the Company (other than Dissenting Shares) and Option Holders), as applicable (each, an "INDEMNIFYING PARTY", as applicable) (a "CLAIM NOTICE"), requesting indemnification and describing in reasonable detail to the extent then known the nature of the indemnification claim being asserted by the Indemnified Person, providing therein an estimate of the amount of Losses attributable to the claim to the extent feasible (which estimate may be but shall not necessarily be conclusive of the final amount of such claim), and also providing therein the basis for and factual circumstances surrounding the Indemnified Person's request for indemnification under this Article 6. The Indemnifying Person shall, within thirty (30) days after its receipt of a Claim Notice, notify the Indemnified Person in writing as to whether the Indemnifying Person admits or disputes the claim described in the Claim Notice. If the Indemnifying Person gives written notice that it admits the indemnification claim described in such Claim Notice, then the Indemnified Person shall be entitled to indemnification hereunder pursuant to the provisions of this Article 6, and subject to the limitations hereof, with respect to the estimated amount of Losses stated in the Claim Notice. If the Indemnifying Person notifies the Indemnified Person in writing that it disputes such claim for indemnification, or that it admits the entitlement of the Indemnified Person to indemnification under this Article 6 with respect thereto but disputes the amount of the Losses in connection therewith, or if the Indemnifying Person fails to notify the Indemnified Person within such thirty (30) day period that it either admits or disputes such claim for indemnification, then in either of such cases the indemnification claim described in the Claim Notice shall be a disputed indemnification claim that must be resolved by settlement between the Indemnified Person and the Indemnifying Person, or by proceedings commenced in an appropriate court of competent jurisdiction by either the Indemnifying Person or the Indemnified Person, or by any other mutually agreeable method. Payment of all amounts determined pursuant to this Section 6.4(a) to be owed to a Parent Indemnified Person shall be made by the Indemnification Escrow Agent, upon the written instruction for the making of such payment by both the Stockholder Committee and Parent, within ten (10) days after (i) give prompt written notice to the indemnifying Person making of any Claim with respect to which it seeks indemnification; a binding settlement approved by the Stockholder Committee and Parent, or (ii) unless in such indemnified Person's reasonable judgment the expiration of all appeal rights from a conflict final adjudication of interest between such indemnified and indemnifying Persons may exist a court of competent jurisdiction with respect thereto, or (iii) the final and nonappealable determination of such liability and amount by any other resolution method undertaken pursuant to such Claim, the indemnifying mutual written agreement of the Parent and the Stockholder Committee. Payment of all amounts determined pursuant to this Section 6.4(a) to be owed to a Stockholder Indemnified Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent Parent within ten (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person 10) days after (i) in its defense the making of any Claim; a binding settlement approved by the Stockholder Indemnified Person, the Stockholder Committee and Parent, or (ii) its prosecution under the last sentence expiration of this Section 8.3 all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, or (iii) the final and nonappealable determination of such liability and amount by any related claim, cross-complaint, counterclaim or right other resolution method undertaken pursuant to the mutual written agreement of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such ClaimStockholder Indemnified Person, the indemnified Person shall have Parent and the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the sameStockholder Committee. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Section.AGREEMENT AND PLAN OF MERGER PAGE 42 INDS01 RKIXMILLER 644669v6

Procedures. Any Person For purposes of this section, any party with an indemnification obligation under this section shall be referred to herein as an "Indemnifying Party" and any party entitled to indemnification under this section shall be referred to as an "Indemnified Party". All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this section. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 30 days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall have 30 days from the personal delivery or receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party (i) give prompt written notice to the indemnifying Person of any Claim with respect to which it seeks indemnification; by appropriate proceedings and (ii) unless use or retain counsel in connection with such indemnified Person's reasonable judgment a conflict defense that is reasonably acceptable to the Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party all information reasonably available to such Indemnified Party relating to such claim or demand. In addition, the Indemnified Party and the Indemnifying Party shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of interest between any such indemnified and indemnifying Persons may exist claim or demand, or to prosecute claims against third parties for contribution or on other theories of recovery related to such claim or demand. The party in charge of the defense shall keep the other party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If any Indemnified Party desires to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the rightparticipate in, but not the obligationcontrol, to participate, any such defense or settlement it may do so at its own sole cost and expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event that the indemnifying Person fails timely Indemnifying Party does not elect to defenddefend the claim, contest the Indemnified Party shall not settle a claim or otherwise protect against demand without the consent of the Indemnifying Party (which consent will not be unreasonably withheld). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld), settle, compromise or offer to settle or compromise any such Claimclaim or demand. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the indemnified Person Indemnified Party will give to the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall have permit them to consult with the right, but not employees and counsel of the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the sameIndemnified Party. The indemnifying Person Indemnified Party shall be subrogated to use its commercially reasonable best efforts in the claims or rights defense of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionall such claims.

Procedures. Any Person entitled Each indemnified Party agrees to indemnification hereunder shall (i) give the indemnifying Party a prompt written notice of any Third-Party Claim and associated Loss upon which such indemnified Party intends to base a request for indemnification under Sections 12.1 or 12.2, promptly after learning of it. Each Party shall furnish promptly to the indemnifying Person other copies of all papers and official documents received in respect of any Claim with Loss. To be eligible to be Indemnified hereunder, the Asahi Indemnitee or CoTherix Indemnitee must tender defense hereunder to the other Party. With respect to any Third-Party Claim and associated Loss relating solely to the payment of money damages and that will not result in the indemnified Party becoming subject to injunctive or other equitable relief or otherwise adversely affecting the business of the indemnified Party in any manner, and as to which it seeks indemnification; and (ii) unless the indemnifying Party shall have acknowledged in such writing the obligation to indemnify the indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such ClaimParty hereunder, the indemnifying Person Party shall have the absolute rightsole right to choose whether and how to defend, settle or otherwise dispose of such Third-Party Claim and associated Loss on such terms as the indemnifying Party, in its sole discretion and expensediscretion, to elect to defend, contest or otherwise protect against any such Claim with legal counsel shall deem appropriate. The indemnifying Party shall obtain the written consent of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the rightParty, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent which shall not be unreasonably withheld or delayed), prior to ceasing to defend, settling or otherwise disposing of any Third-Party Claim and associated Loss if, as a result thereof, the indemnified Party would become subject to injunctive or other equitable relief or any remedy other than the payment of money, which payment would be the responsibility of the indemnifying Party. An The indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim Party shall not be obligated to pay liable for any settlement or other disposition of a Third-Party Claim and associated Loss by the indemnified Party that is reached without the written consent of the indemnifying Party. The reasonable costs and expenses, including reasonable fees and expenses disbursements of more than one counsel for all Persons indemnified incurred by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person Party in connection with any Third-Party Claim and associated Loss, shall be reimbursed on a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, quarterly basis by the indemnifying Person (i) Party, without prejudice to the indemnifying Party’s right to contest the indemnified Party’s right to indemnification and subject to refund in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely Party is ultimately held not to defend, contest or otherwise protect against any such Claim, be obligated to indemnify the indemnified Person shall have Party. If the right, but Parties cannot the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated agree as to the claims or rights application of Sections 12.1 and 12.2 as to any particular Third-Party Claim and associated Losses, then each Party may conduct its own defense of such Third-Party Claim and reserves the right to claim indemnity from the other Party upon resolution of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionunderlying Third-Party Claim.

Procedures. Any Person entitled to indemnification hereunder under this Section 7 shall, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such indemnified party in respect of which indemnity may be sought from an indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof. The omission of any indemnified party so to notify an indemnifying party of any such action shall (i) give prompt written notice not relieve the indemnifying party from any liability which it may have to such indemnified party under this Section 7 unless, and only to the extent that, such omission results in the indemnifying Person party's forfeiture of substantive rights or defenses or the indemnifying party is otherwise irrevocably prejudiced in defending such proceeding. In case any Claim with respect such action, claim or other proceeding shall be brought against any indemnified party for which indemnification is claimed pursuant to which Section 7.1, and it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict shall notify the Company of interest between such indemnified and indemnifying Persons may exist with respect to such Claimthe commencement thereof, the indemnifying Person Company shall have be entitled to assume the absolute right, in defense thereof at its sole discretion and own expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the Company; provided, that any such indemnified Person. The indemnified Person shall have the right, but not the obligation, to participateparty may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the defense thereof through counsel of its own choice foregoing, in any action, claim or proceeding in which both the Company, on the one hand, and an indemnified party, on the other hand, is, or is reasonably likely to become, a party, such indemnified party shall have the rightright to employ separate counsel at the Company's expense and to control its own defense of such action, but not claim or proceeding if, (a) the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects Company has failed to assume the defense and employ counsel as provided herein, (b) the Company has agreed in writing to pay such fees and expenses of separate counsel or (c) in the reasonable opinion of counsel to such Claimindemnified party, a conflict or likely conflict exists between the indemnifying Person Company, on the one hand, and such indemnified party, on the other hand, that would make such separate representation advisable, provided, however, that the Company shall not in any event be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated required to pay the fees and expenses of more than one separate counsel for all Persons indemnified (and if deemed necessary by such indemnifying Person with respect separate counsel, appropriate local counsel who shall report to such Claimseparate counsel). The Company agrees that it will not, unless in without the reasonable judgment prior written consent of an indemnified party, settle, compromise or consent to the entry of any indemnified Person a conflict of interest may exist between judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if such indemnified Person and any other party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of such indemnified Persons with respect to party from all liability arising or that may arise out of such Claimclaim, action or proceeding. The indemnified Persons shall, and Company shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available not be liable for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense any settlement of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim action or right proceeding effected against an indemnified party without the prior written consent of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the sameCompany. The indemnifying Person rights accorded to indemnified parties hereunder shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect in addition to any Loss paid rights that any indemnified party may have at common law, by the indemnifying Person under this Sectionseparate agreement or otherwise.

Procedures. Any If any Person that is entitled to indemnification hereunder for Losses under this Section 13 (the "Indemnitee") discovers or has actual notice of such Losses, the Indemnitee shall, within 20 days, notify (or cause to be notified) the Party that is liable therefor under this Section 13 (the "Indemnifying Party") in writing thereof together with a statement of such information respecting such matter as the Indemnitee then has; provided, however, the failure to notify the Indemnifying Party shall (i) give prompt written notice not relieve the Indemnifying Party from any liability that it may have to the indemnifying Person of any Claim with respect Indemnitee except and solely to which it seeks indemnification; and (ii) unless the extent that such failure or delay in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person notification shall have adversely affected the absolute rightIndemnifying Party's ability to defend against, in settle, or satisfy any such Losses. The Indemnifying Party shall be entitled, at its sole discretion cost and expense, to elect appoint counsel ("Defense Counsel") to defend, contest or otherwise protect against defend any such Claim Losses by all appropriate legal proceedings provided the Indemnifying Party shall have first notified the Indemnitee of the Indemnifying Party's intention to do so within 20 days after the Indemnifying Party's receipt of such notice from the Indemnitee. If the Indemnitee elects to join in any defense of Losses (which shall be at the Indemnitee's sole cost and expense), the Indemnifying Party shall have full authority to determine all action to be taken with legal counsel of its own selectionrespect thereto. If, reasonably satisfactory after such opportunity, the Indemnifying Party elects not to defend such Losses, the indemnified Person. The indemnified Person Indemnitee shall have the right, but not the obligation, right to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, appoint Defense Counsel to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume conduct the defense of such ClaimLosses in good faith, the indemnifying Person shall not which defense will be subject to any liability for any settlement made vigorously and diligently prosecuted by the indemnified Person without its Indemnitee to a final conclusion or, with the consent of the Indemnifying Party (but such consent which shall not be unreasonably withheld withheld, conditioned, or delayed), settlement, and the Indemnifying Party shall be bound by such final conclusion or approved settlement. An indemnifying If required by the Indemnifying Party, the Indemnitee shall cooperate fully with the Indemnifying Party and the Indemnifying Party's attorneys in contesting any such Losses or, if appropriate, in making any counterclaim or cross complaint against the Person who asserting the Losses against the Indemnitee, but the Indemnifying Party will reimburse the Indemnitee for any expenses incurred by the Indemnitee in so cooperating. The Indemnifying Party shall pay to the Indemnitee in cash all amounts to which the Indemnitee may become entitled by reason of the provisions of this Section 13, such payment to be made within 30 days after such amounts are finally determined either by mutual agreement or by non‐appealable judgment of a court of competent jurisdiction. Notwithstanding that the Indemnifying Party is not entitled toactively conducting a defense or contest of any Losses against the Indemnitee, such Losses may be settled, compromised or paid by the Indemnitee without the consent of the Indemnifying Party; provided, however, that if such action is taken without the Indemnifying Party's consent, the Indemnifying Party's obligations with respect thereto shall be terminated, and the Indemnifying Party shall have no obligation to the Indemnitee. If the Indemnifying Party elects not toto defend such Losses, assume the Indemnifying Party shall have the right to conduct the defense of a Claim shall such Losses in good faith and settle the Losses in good faith without the prior consent of the Indemnitee so long as such settlement or compromise (A) does not be obligated cause the Indemnitee to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claimincur any present or future material cost, unless in the reasonable judgment expense, obligation or liability of any indemnified Person a conflict of interest may exist between such indemnified Person and kind or nature, (B) does not require any other of such indemnified Persons with respect to such Claim. The indemnified Persons shalladmission or action or forbearance from action by the Indemnitee, and shall cause their Affiliates to, at (C) the Indemnitee is released from all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this SectionLosses.

Procedures. Any Person Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to indemnification hereunder participate in and, to the extent it shall (i) give prompt written wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying Person party or if the interests of any Claim the indemnified party reasonably may be deemed to conflict with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict the interests of interest between such indemnified and the indemnifying Persons may exist with respect to such Claimparty, the indemnifying Person indemnified party shall have the absolute right, in its sole discretion right to select a separate counsel and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume such legal defenses and otherwise to participate in the defense of such Claimaction, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed)party as incurred. An indemnifying Person party who is not entitled to, or elects not to, assume the defense of a Claim shall claim will not be obligated to pay the fees and expenses of more than one law firm per jurisdiction as counsel for all Persons the indemnified by such indemnifying Person with respect party. The indemnity agreement contained in this Section 9 shall not apply to such Claim, unless amounts paid in the reasonable judgment settlement of any indemnified Person a conflict such loss, claim, damage, liability or action if such settlement is effected without the consent of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Person entitled The Z/C Group, the Company Group, the GoodAero Stockholders or the GoodAero Group, as the case may be, are referred to indemnification hereunder herein as the "Indemnified Parties." If an Indemnified Party intends to seek indemnity under this Article VIII, such Indemnified Party shall promptly notify Z/C or GoodAero Stockholders, as the case may be (ithe "Indemnifying Party"), in writing of such claims setting forth the basis for and the amount of such claims in reasonable detail, provided that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless it is actually prejudiced thereby, subject, however, to the time period in Section 8.01 hereof. In the event such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party shall have thirty (30) give prompt written days (the "30 Day Period") after receipt of such notice to the indemnifying Person of any Claim with respect to which decide whether it seeks indemnification; will undertake, conduct and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimcontrol, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal through counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party shall cooperate with it in connection therewith, provided that the Indemnified Party may participate (subject to the Indemnifying Party's control) in such settlement or defense thereof through counsel of its own choice chosen by it, and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay provided further that the fees and expenses of more than one such Indemnified Party's counsel shall be borne by the Indemnified Party; PROVIDED, HOWEVER, that any Indemnified Party is hereby authorized prior to any notice from the Indemnifying Party of its undertaking of the defense, to file any motion, answer or other pleading which the Indemnified Party shall reasonably deem necessary to protect its interests and which shall otherwise have become due, provided further, however, that, within the 30 Day Period, no such motion, answer or other pleading shall agree to pay, settle or otherwise concede or compromise the matter which is the subject of the claim for indemnification. The Indemnifying Party may, without the consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a duly executed written release of the Indemnified Party from all liability in respect of such action which written release shall be reasonably satisfactory in form and substance to counsel for all Persons indemnified by such indemnifying Person with respect to such Claimthe Indemnified Party. The Indemnifying Party shall not, unless without the written consent of the Indemnified Party settle or compromise any action involving relief other than the payment of money in any manner that, in the reasonable judgment of the Indemnified Party, would materially and adversely affect the Indemnified Party; provided, however, that if the Indemnified Party shall fail or refuse to consent to a settlement, compromise or judgment proposed by the Indemnifying Party and approved by the third Person in any indemnified Person such action and a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect judgment thereafter shall be entered or a settlement or compromise thereafter shall be effected on terms less favorable in the aggregate to such Claim. The indemnified Persons shallthe Indemnified Party than the settlement, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available compromise or otherwise render reasonable assistance tojudgment proposed by the Indemnifying Party, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person Indemnifying Party shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons no liability hereunder with respect to any Loss paid Losses and Damages in excess of those that were provided for in the settlement, compromise or judgment proposed by the indemnifying Person under Indemnifying Party or any costs or expenses related to such claim arising after the date such settlement, compromise or judgment was so proposed. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this SectionAgreement. So long as the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay, settle or otherwise concede or compromise any such claim, unless such settlement includes as an unconditional term thereof the delivery by the claimant or plaintiff and by the Indemnified Party to the Indemnifying Party of duly executed written releases of the Indemnifying Party from all liability in respect of such claim which written releases shall be reasonably satisfactory in form and substance to counsel for the Indemnifying Party at no cost to the Indemnifying Party. The Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article VIII.

Procedures. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying Person party of any Claim claim with respect to which it seeks indemnification; indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified Personparty's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons parties may exist with respect to such Claimclaim, the permit such indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects party to assume the defense of such Claimclaim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying Person party shall not be subject to any liability for any settlement made by the indemnified Person party without its consent (but such consent shall not be unreasonably withheld or delayedwithheld). An indemnifying Person party who is not entitled to, or elects not to, assume the defense of a Claim claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons parties indemnified by such indemnifying Person party with respect to such Claimclaim, unless in the reasonable judgment of counsel to any indemnified Person party a conflict of interest may exist between if the same counsel were to represent such indemnified Person party and any other of such indemnified Persons parties with respect to such Claimclaim. The In such instance, the conflicting indemnified Persons parties shall have a right to retain one separate counsel, chosen by the Holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party. No indemnifying party, in the defense of such claim or litigation, shall, and shall cause their Affiliates toexcept with the consent of each indemnified party, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, consent to the indemnifying Person (i) in its defense entry of any Claim; and (ii) its prosecution under judgment or enter into any settlement which does not include as an unconditional term thereof the last sentence giving by the claimant or plaintiff to such indemnified party of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with a release from all liability in respect to any Loss paid by the indemnifying Person under this Sectionsuch claim or litigation.

Procedures. Any Person entitled Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to indemnification hereunder be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; PROVIDED, HOWEVER, that an indemnified party (itogether with all other indemnified parties which may be represented without conflict by one counsel) give prompt shall have the right to retain one separate counsel (plus appropriate local counsel), with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying Person party within a reasonable time of the commencement of any Claim with such action, if prejudicial in any material respect to which it seeks indemnification; and (ii) unless in its ability to defend such indemnified Person's reasonable judgment a conflict action, shall to the extent prejudicial relieve such indemnifying party of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory liability to the indemnified Person. The indemnified Person shall have the rightparty under this Section 6, but the omission so to deliver written notice to the indemnifying party will not the obligation, to participate, at its own expense, in the defense thereof through counsel relieve it of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims liability that it may havehave to any indemnified party otherwise than under this Section 6. If No indemnifying party shall consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnifying Person elects to assume the defense party of a release from all liability in respect of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionaction.

Procedures. Any Person entitled If any legal proceedings are instituted or any claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification hereunder pursuant to the provisions hereunder, the indemnified Party shall (i) give prompt promptly cause written notice (the “Notice”) of the assertion of any such claim or demand to be made to the indemnifying Person Party; provided, however, that the failure of any Claim with respect the indemnified Party to give prompt Notice shall not relieve the indemnifying Party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which it seeks indemnification; and (ii) unless in such the indemnifying Party is obligated to be greater than they would have been had the indemnified Person's reasonable judgment a conflict of interest between such indemnified and Party given the indemnifying Persons may exist with respect to such ClaimParty prompt Notice hereunder. Except as otherwise provided herein, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person Party shall have the right, but not the obligationat its option and expense, to participatedefend against, at its own expensenegotiate, in the defense thereof through counsel of its own choice or settle any such claim or demand, and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If if the indemnifying Person elects to assume the defense of such ClaimParty exercises that option, the indemnifying Person Party shall not be subject to liable for the fees and expenses incurred after the date the indemnifying Party notifies the indemnified Party of such exercise by any liability for any settlement made counsel employed by the indemnified Person Party. An indemnifying Party may not settle any such claim or demand without its the consent (but such which consent shall not be unreasonably withheld withheld, conditioned or delayed)) of the indemnified Party unless such settlement requires no more than a monetary payment for which the indemnified Party is fully indemnified or involves other matters not binding upon the indemnified Party. An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim Party shall not be obligated to pay the fees and expenses of more than one counsel liable for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment any settlement of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shallclaim or demand effected without its prior written consent, and which consent shall cause their Affiliates tonot be unreasonably withheld, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available conditioned or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogationdelayed. In the event that the indemnifying Person fails timely Party shall fail to defendrespond within ten (10) days after the giving of the Notice, contest then the indemnified Party may retain counsel and conduct the defense thereof as it may in its sole discretion deem proper, at the sole cost and expense of the indemnifying Party. The Parties agree to cooperate fully with each other in connection with the defense, negotiation or otherwise protect against settlement of any such Claimlegal proceeding, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims claim or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectiondemand.

Procedures. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to The obligations of the indemnifying Person of any Claim parties under this Article VIII to indemnify the indemnified parties with respect to which it seeks indemnification; Damages or Holdings Damages, as the case may be, resulting from the assertion of liability by third parties (a "Claim"), will be subject to the following terms and conditions: (iia) unless in An indemnitee against whom any Claim is asserted will give the indemnifying party or parties, as the case may be, written notice of any such indemnified Person's reasonable judgment a conflict Claim promptly after learning of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, and each indemnifying party may at its option undertake the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel defense thereof by representatives of its own selectionchoosing. Failure to give prompt notice of a Claim hereunder shall not affect the obligations of the indemnifying party or parties, reasonably satisfactory as the case may be, under this Article VIII except to the indemnified Person. The indemnified Person shall have the right, but not the obligation, extent an indemnifying party is materially prejudiced by such failure to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may havegive prompt notice. If the an indemnifying Person elects party within 30 days after notice of any such Claim, or such shorter period as is reasonably required, fails to assume the defense of such Claim, the indemnitee against whom such Claim has been made will (upon further notice to the indemnifying Person shall not be party) have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk, and at the expense, of the indemnifying party or parties, as the case may be, subject to the right of each indemnifying party to assume the defense of such Claim at any liability for time prior to settlement, compromise or final determination thereof. In connection with the handling and disposition of any Claim, the parties agree to use their reasonable best efforts to cooperate and consult with each other to the extent practicable in order to mitigate any Holdings Damages, Environmental Damages or Central Damages which may arise from any such Claim. (b) Anything in this Section 8.5 to the contrary notwithstanding, no indemnitee shall enter into any settlement made or compromise of any action, suit or proceeding or consent to the entry of any judgment (i) which does not include as an unconditional term thereof the delivery by the indemnified Person claimant or plaintiff to the indemnifying party or parties, as the case may be, of a written release from all liability in respect of such action, suit or proceeding and (ii) without its the prior written consent (but such of the indemnifying party or parties, as the case may be, which consent shall not be unreasonably withheld or delayed). An (c) All obligations for indemnification incurred by each of the indemnifying Person who is not entitled toparty or parties, as the case may be, under this Article VIII may be satisfied, in the sole discretion of the indemnifying party or elects not toparties, assume as the defense case may be, by the payment of Central Common Stock in lieu of cash, provided, however, that Central shall satisfy any such obligation only through a payment of Central Common Stock to the extent required in order to qualify the Merger as a pooling of interests transaction under APB 16. For purposes of this subsection, the value of a Claim share of Central Common Stock delivered in lieu of cash under this clause shall not be obligated deemed to pay equal the fees closing sale price per share of Central Common Stock on the NYSE on the Closing Date. (d) The amount of Damages and expenses Holdings Damages for which indemnification is provided under this Article VIII herein shall be net of more than one counsel for all Persons indemnified (i) any amounts recovered by such indemnifying Person the appropriate indemnitee under insurance policies with respect to such ClaimDamages or Holdings Damages, unless in the reasonable judgment of (ii) any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons balance sheet reserves with respect to such Claim. The indemnified Persons shallDamages or Holdings Damages to the extent accounted for on the balance sheet delivered in connection with the Working Capital Adjustment, and shall cause their Affiliates to, at all times cooperate (iii) any amounts recovered by the appropriate indemnitee pursuant to third party indemnification agreements; provided that in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person case of (i) in its defense of any Claim; and (iiiii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claimabove, the indemnified Person indemnitee must first seek recovery from such insurance carrier or third party, as the case may be, prior to seeking indemnification from an indemnifying party hereunder; provided, further, that the indemnitee shall have the rightnot adversely modify, but not the obligation, to defend, contest, assert cross-claims reduce coverage or counterclaims terminate any existing insurance policy or otherwise protect against the same. The indemnifying Person shall be subrogated third party indemnification agreement prior to the claims or rights expiration of the indemnified Person as against any other Persons Indemnity Period or, with respect to any Loss paid by environmental insurance policies and third party indemnification agreements relating to matters set forth in Section 8.4, if any, the indemnifying Person under this Section.Environmental Indemnity Period. Section 8.6

Procedures. Any Person Promptly after receipt by an indemnified party under this Section 6 of notice of the threat or commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 6, promptly notify the indemnifying party in writing thereof, but the omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 6 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to indemnification hereunder participate in, and, to the extent that it may wish, jointly with all other indemnifying parties HOU: 3705172.4 similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall (i) give prompt written notice have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified and parties that are different from or additional to those available to the indemnifying Persons may exist with respect to such Claimparty, the indemnifying Person indemnified party or parties shall have the absolute right, in its sole discretion right to select separate counsel to assume such legal defenses and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, participate in the defense thereof through counsel of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects election to assume the defense of such Claimaction and approval by the indemnified party of counsel, the indemnifying Person party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be subject liable for the expenses of more than one separate counsel, reasonably satisfactory to any liability for any settlement made by such indemnifying party, representing all of the indemnified Person without its consent parties who are parties to such action) or (but ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld withheld, conditioned or delayed). An No indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons party shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, without the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights prior written consent of the indemnified Person as against party, effect any other Persons with settlement of any pending or threatened proceeding in respect to of which any Loss paid indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the indemnifying Person under this Sectionsubject matter of such proceeding.

Procedures. Any If any Person that is entitled to indemnification hereunder for Losses under this Section 11 (the "Indemnitee") discovers or has actual notice of such Losses, the Indemnitee shall, within 20 days, notify (or cause to be notified) the Party that is liable therefor under this Section 11 (the "Indemnifying Party") in writing thereof together with a statement of such information respecting such matter as the Indemnitee then has; provided, however, the failure to notify the Indemnifying Party shall (i) give prompt written notice not relieve the Indemnifying Party from any liability that it may have to the indemnifying Person of any Claim with respect Indemnitee except and solely to which it seeks indemnification; and (ii) unless the extent that such failure or delay in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person notification shall have adversely affected the absolute rightIndemnifying Party's ability to defend against, in settle, or satisfy any such Losses. The Indemnifying Party shall be entitled, at its sole discretion cost and expense, to elect appoint counsel ("Defense Counsel") to defend, contest or otherwise protect against defend any such Claim Losses by all appropriate legal proceedings provided the Indemnifying Party shall have first notified the Indemnitee of the Indemnifying Party's intention to do so within 20 days after the Indemnifying Party's receipt of such notice from the Indemnitee. If the Indemnitee elects to join in any defense of Losses (which shall be at the Indemnitee's sole cost and expense), the Indemnifying Party shall have full authority to determine all action to be taken with legal counsel of its own selectionrespect thereto. If, reasonably satisfactory after such opportunity, the Indemnifying Party elects not to defend such Losses, the indemnified Person. The indemnified Person Indemnitee shall have the right, but not the obligation, right to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, appoint Defense Counsel to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume conduct the defense of such ClaimLosses in good faith, the indemnifying Person shall not which defense will be subject to any liability for any settlement made vigorously and diligently prosecuted by the indemnified Person without its Indemnitee to a final conclusion or, with the consent of the Indemnifying Party (but such consent which shall not be unreasonably withheld withheld, conditioned, or delayed), settlement, and the Indemnifying Party shall be bound by such final conclusion or approved settlement. An indemnifying If required by the Indemnifying Party, the Indemnitee shall cooperate fully with the Indemnifying Party and the Indemnifying Party's attorneys in contesting any such Losses or, if appropriate, in making any counterclaim or cross complaint against the Person who asserting the Losses against the Indemnitee, but the Indemnifying Party will reimburse the Indemnitee for any expenses incurred by the Indemnitee in so cooperating. The Indemnifying Party shall pay to the Indemnitee in cash all amounts to which the Indemnitee may become entitled by reason of the provisions of this Section 11, such payment to be made within 30 days after such amounts are finally determined either by mutual agreement or by non‐appealable judgment of a court of competent jurisdiction. Notwithstanding that the Indemnifying Party is not entitled toactively conducting a defense or contest of any Losses against the Indemnitee, such Losses may be settled, compromised or paid by the Indemnitee without the consent of the Indemnifying Party; provided, however, that if such action is taken without the Indemnifying Party's consent, the Indemnifying Party's obligations with respect thereto shall be terminated, and the Indemnifying Party shall have no obligation to the Indemnitee. If the Indemnifying Party elects not toto defend such Losses, assume the Indemnifying Party shall have the right to conduct the defense of a Claim shall not be obligated to pay such Losses in good faith and settle the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless Losses in good faith without the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights prior consent of the indemnified Person Indemnitee so long as against any other Persons with respect to any Loss paid by the indemnifying Person under this Section.such settlement or compromise

Procedures. Any Person entitled If Tenant desires to indemnification hereunder assign this Lease or any interest therein or sublet all or part of the Premises, Tenant shall give Landlord written notice thereof and the terms proposed (the "Sublease Notice"), which Sublease Notice, in the case of a proposed sublease, shall designate the space proposed to be sublet. Landlord shall have the prior right and option (to be exercised by written notice to Tenant given within sixty (60) days after receipt of Tenant's notice) (i) give prompt written notice to sublet from Tenant any portion of the Premises proposed by Tenant to be sublet, for the term for which such portion is proposed to be sublet, but at the lesser of the proposed sublease rent or the same rent (including Additional Rent as provided for in Paragraph 7 above) as Tenant is required to pay to Landlord under this Lease for the same space, computed on a pro rata square footage basis, and during the term of such sublease Tenant shall be released of its obligations under this Lease with regard to the indemnifying Person of any Claim with respect to which it seeks indemnification; and subject space, (ii) unless to terminate this Lease as it pertains to the portion of the Premises so proposed by Tenant to be sublet, or (iii) to approve Tenant's proposal to sublet conditional upon Xxxxxxxx's subsequent written approval of the specific sublease obtained by Xxxxxx and the specific subtenant named therein. If Landlord exercises its option in such indemnified Person(i) above, then Landlord may, at Landlord's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimsole cost, construct improvements in the indemnifying Person subject space and, so long as the improvements are suitable for general office purposes, Landlord shall have no obligation to restore the absolute rightsubject space to its original condition following the termination of the sublease. If Landlord exercises its option described in (iii) above, then Tenant shall have three (3) months thereafter to submit to Landlord, for Landlord's written approval, Xxxxxx's proposed sublease agreement (in its sole discretion which the proposed subtenant shall be named, and expensewhich agreement shall otherwise meet the requirements of Paragraph 13.e. below), together with a current financial statement of such proposed subtenant and any other information reasonably requested by Landlord. If Tenant fails to elect submit the specific sublease and other required information within such time, or if the terms of the specific sublease submitted by Tenant vary from the terms set forth in the Sublease Notice approved by Landlord pursuant to defend(iii) above, contest or otherwise protect against then Tenant shall be required to submit a new Sublease Notice for Landlord's evaluation pursuant to the procedures set forth in this paragraph. If Landlord fails to exercise any such Claim with legal counsel of its own selectionoption to sublet or to terminate, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person this shall not be subject construed as or constitute a waiver of any of the provisions of Paragraphs 13.a., b., c. or d. herein. If Landlord exercises any option to sublet or to terminate, any costs of demising the portion of the Premises affected by such subleasing or termination shall be borne by Tenant. In addition, Landlord shall have no liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld real estate brokerage commission(s) or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by of the indemnifying Person under costs and expenses that Tenant may have incurred in connection with its proposed subletting, and Xxxxxx agrees to indemnify, defend and hold Landlord and all other Indemnitees harmless from and against any and all Claims (as defined in Paragraph 14.b. below), including, without limitation, claims for commissions, arising from such proposed subletting. Xxxxxxxx's foregoing rights and options shall continue throughout the entire term of this SectionLease. For purposes of this Paragraph 13.d., a proposed assignment of this Lease in whole or in part shall be deemed a proposed subletting of such space.

Procedures. Any Person (a) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 8 and shall only relieve it from any liability which it may have to such indemnified party under this Section 8 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to indemnification hereunder participate in and, to the extent it shall (i) give prompt written wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 8. for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof; if the indemnified party retains its own counsel, then the indemnified party shall pay all fees, costs and expenses of such counsel, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying Person party or if the interests of any Claim the indemnified party reasonably may be deemed to conflict with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict the interests of interest between such indemnified and the indemnifying Persons may exist with respect to such Claimparty, the indemnifying Person indemnified party shall have the absolute right, in its sole discretion right to select one separate counsel and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume such legal defenses and otherwise to participate in the defense of such Claimaction, with the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but reasonable expenses and fees of such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees separate counsel and other expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect related to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect participation to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid reimbursed by the indemnifying Person under this Sectionparty as incurred.

Procedures. Any Person Each party entitled to indemnification hereunder under this Subsection 3.6 (the "Indemnified Party") shall (i) give prompt written notice to the indemnifying Person party required to provide indemnification hereunder (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim with respect claim as to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons indemnity may exist with respect to such Claimbe sought, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have permit the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects Indemnifying Party to assume the defense of such Claimclaim or any litigation resulting therefrom; provided, however, that counsel for the indemnifying Person Indemnifying Party who shall not conduct the defense of such claim or any litigation resulting therefrom shall be subject to any liability for any settlement made approved by the indemnified Person without its consent Indemnified Party (but such consent whose approval shall not be unreasonably withheld withheld); and provided however, that (i) if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the action or delayed). An indemnifying Person proceeding within 20 days after receiving notice from such Indemnified Party that the Indemnified Party believes it has failed to do so; or (ii) if such Indemnified Party who is a defendant in any action or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not entitled toavailable to the Indemnifying Party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the Indemnified Party shall have the right to assume or elects continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction who shall be approved by the majority of the Eligible Holders of the registration in respect of which such indemnification is sought), and the Indemnifying Party shall be liable for any expenses therefor; and provided further, that the Indemnified Party may participate in such defense at such Indemnified Party's expense. The failure of any Indemnified Party to give written notice as provided herein shall not to, assume relieve any Indemnifying Party of its obligations under this Subsection 3.6 to the extent such failure is not materially prejudicial. No Indemnifying Party in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to each Indemnified Party in connection therewith of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for release from all Persons indemnified by such indemnifying Person with liability in respect to such Claim, unless claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in the reasonable judgment of question as any indemnified Person a conflict of interest Indemnifying Party may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Section.reasonably

Procedures. Any Person entitled to indemnification hereunder Purchaser's Indemnified Persons shall (i) give Seller prompt ---------- written notice of any written claim, demand, assessment, action, suit or proceeding to which the indemnity set forth in this Section 15 applies (the "Indemnification Notice"). If the document evidencing such claim or demand is a court pleading, Purchaser shall give such notice within ten (10) days of receipt of such pleading, otherwise, Purchaser shall give such notice within thirty (30) days of the date it receives written notice of such claim. Failure to give timely notice, including the Indemnification Notice, of a matter which may give rise to an indemnification claim shall not affect the rights of Purchaser's Indemnified Persons to collect such Loss from Seller so long as such failure to so notify does not materially adversely affect Seller's ability to defend such Loss against a third party. If Purchaser's Indemnified Persons' request for indemnification arises from the claim of a third party, the written notice, including the Indemnification Notice, shall permit Seller to assume control of the defense of any such claim, or any litigation resulting from such claim. Failure by Seller to notify Purchaser's Indemnified Persons of its election to defend a complaint by a third party within ten (10) days shall be a waiver by Seller of its right to respond to such complaint and within thirty (30) days after notice thereof shall be a waiver by Seller of its right to assume control of the defense of such claim or action. If Seller assumes control of the defense of such claim or litigation resulting therefrom, Seller shall take all reasonable steps necessary in the defense or settlement of such claim or litigation resulting therefrom and Seller hold Purchaser's Indemnified Persons, to the indemnifying Person extent provided in this Section 14, harmless from and against all Seller's Losses arising out of or resulting from any Claim settlement approved by Seller or any judgment in connection with respect to which it seeks indemnification; and (ii) unless in such indemnified Personclaim or litigation. Notwithstanding Seller's reasonable judgment a conflict assumption of interest between the defense of such indemnified and indemnifying third-party claim or demand, Purchaser's Indemnified Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, right to participate in its sole discretion and expense, to elect to defend, contest the defense of such third-party claim or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, demand at its own expense. Seller shall not, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claimclaim or litigation, the indemnifying Person shall not be subject consent to entry of any liability for judgment or enter into any settlement made by the indemnified Person without its settlement, except in either case with written consent (but such of Purchaser's Indemnified Persons, which consent shall not be unreasonably withheld or delayed)withheld. An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim Purchaser's Indemnified Persons shall not be obligated to pay the fees and expenses of more than one counsel for furnish Seller in reasonable detail all information Purchaser's Indemnified Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any such third-party claim and shall make available to Seller and its representatives all records and other similar materials which are reasonably required in the defense of such third-party claim and shall otherwise cooperate with and assist Seller in the defense of such third-party claim. If Seller does not assume control of the defense of any such third-party claim or litigation resulting therefrom, Purchaser's Indemnified Persons may defend against such claim or litigation in such manner as it may reasonably deem appropriate, and Seller shall indemnify Purchaser's Indemnified Persons from any Purchaser's Loss paid indemnifiable under Section 14.1 incurred in connection therewith. All statements of fact contained in any written statement, certificate, schedule, exhibit, or other document delivered to Purchaser by the indemnifying Person under or on behalf of Seller pursuant to Section 7 of this SectionAgreement shall be deemed representations and warranties of Seller hereunder.

Procedures. Any Person entitled If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to indemnification hereunder shall (i) give prompt written be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the failure to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimextent that, the indemnifying Person shall have party is actually prejudiced by such failure. In the absolute rightevent that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 7.3, in its the indemnifying party will be entitled, at the indemnifying party’s sole discretion cost and expense, to elect participate therein and, to defendthe extent that it may wish, contest to join in or otherwise protect against any assume (at the indemnified party’s sole discretion) the defense thereof, with counsel selected by such Claim with legal indemnifying party. If assumed, counsel of its own selection, reasonably satisfactory to the indemnified Person. The party shall be selected, and, after notice from the indemnifying party to such indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel party of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects election so to assume the defense of such Claimthereof, the indemnifying Person shall party will not be subject liable to any liability such indemnified party under this Article VII for any settlement made legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified Person without its consent party shall have mutually agreed to the retention of such counsel, (but such consent shall not be unreasonably withheld or delayed). An b) the indemnifying Person who is not entitled to, or elects not to, assume party has assumed the defense of such proceeding and has failed within a Claim reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) 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 conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be obligated to pay liable for the reasonable fees and expenses of more than one separate law firm at the same time (in addition to local counsel where necessary) for all Persons such indemnified by such parties. The indemnifying Person with respect to such Claim, unless in the reasonable judgment party shall not be liable for any settlement of any indemnified Person proceeding effected without its prior written consent, but, if settled with such consent or if there is a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available final judgment for inspection and copying by, and make their employees available or otherwise render reasonable assistance tothe plaintiff, the indemnifying Person party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) in its defense of any Claim; not material and (ii) its prosecution under is the last sentence type that the registrant treats as private or confidential. party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of this Section 8.3 such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any related claim, cross-complaint, counterclaim indemnified party and (iii) does not impose any continuing material obligation or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against restrictions on any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. (a) Any Person entitled to Indemnified Party shall notify the Indemnifying Party (with reasonable detail) promptly after it becomes aware of facts supporting a claim or action for indemnification hereunder under this Article VIII, and shall (i) give prompt written notice provide to the indemnifying Person Indemnifying Party as soon as practicable thereafter all reasonable available information and documentation necessary to support and verify any Losses associated with such claim or action. Subject to Section 8.2(d)(iv), the failure to so notify or provide information to the Indemnifying Party shall not relieve the Indemnifying Party of any Claim with respect liability that it may have to which any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that it seeks indemnification; and (ii) unless in has been materially prejudiced by the Indemnified Party's failure to give such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute rightnotice, in which case the Indemnifying Party shall be relieved from its sole discretion obligations hereunder to the extent of such material prejudice. The Indemnifying Party shall participate in and expense, to elect to defend, contest or otherwise protect the Indemnified Party against any such Claim with legal claim or action by counsel of the Indemnifying Party's choice at its own selectionsole cost and expense; provided, reasonably satisfactory to however, that the indemnified PersonIndemnifying Party shall not make any settlement or compromise without the prior written consent of the Indemnified Party (which consent shall -56- not be unreasonably withheld or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, there is no admission or statement of fault or culpability on the part of the Indemnified Party and there is an unconditional release of the Indemnified Party from all liability on any claims that are the subject of such claim or action. The indemnified Person Indemnified Party shall have the right, but not the obligation, to participate, participate at its own expense, expense in the defense thereof through by counsel of its own the Indemnified Party's choice and shall have in any event use its commercially reasonable efforts to cooperate with and assist the rightIndemnifying Party; provided, but not however, that the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person Indemnifying Party shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one separate counsel for all Persons indemnified the Indemnified Party if (i) the Indemnifying Party has agreed to pay such fees and expenses or (ii) counsel for the Indemnifying Party reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person same counsel would create a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claiminterest. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, If the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person Indemnifying Party fails timely to defend, contest or otherwise protect against any such Claimsuit, action, investigation, claim or proceeding, the indemnified Person Indemnified Party shall have the rightright to do so, but not including, without limitation, the obligationright to make any compromise or settlement thereof, to defend, contest, assert cross-claims or counterclaims or otherwise protect against and the same. The indemnifying Person Indemnified Party shall be subrogated entitled to recover the claims entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionproceeding.

Procedures. Any Person entitled If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to indemnification hereunder shall (i) give prompt written be sought against an indemnifying party pursuant to Section 6.1, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 6.1 unless, and only to the extent that, such omission results in the forfeiture of, or has a material adverse effect on the exercise or prosecution of, substantive rights or defenses by the indemnifying Person party. In case any such action is brought against an indemnified party and it notifies the indemnifying party of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimthe commencement thereof, the indemnifying Person shall have party will be entitled, at the absolute right, in its indemnifying party’s sole discretion cost and expense, to elect to defendparticipate therein and, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims extent that it may have. If the indemnifying Person elects wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such Claimindemnified party of its election so to assume the defense thereof, the indemnifying Person shall party will not be subject liable to any liability such indemnified party under this Article VI for any settlement made legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified Person without its consent party shall have mutually agreed to the retention of such counsel, (but such consent shall not be unreasonably withheld or delayed). An b) the indemnifying Person who is not entitled to, or elects not to, assume party has assumed the defense of such proceeding and has failed within a Claim reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) 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 conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be obligated to pay liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all Persons such indemnified parties. The 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnifying Person with respect to such Claimindemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the reasonable judgment indemnified party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; party and (iiiii) its prosecution under the last sentence of this Section 8.3 of does not impose any related claim, cross-complaint, counterclaim continuing material obligation or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against restrictions on any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Person Promptly after receipt by an indemnified party under this Section 7.5 of notice of the threat or commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.5, promptly notify the indemnifying party in writing thereof, but the omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 7.5 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to indemnification hereunder participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall (i) give prompt written notice have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified and parties that are different from or additional to those available to the indemnifying Persons may exist with respect to such Claimparty, the indemnifying Person indemnified party or parties shall have the absolute right, in its sole discretion right to select separate counsel to assume such legal defenses and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, participate in the defense thereof through counsel of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects election to assume the defense of such Claimaction and approval by the indemnified party of counsel, the indemnifying Person party will not be liable to such indemnified party under this Section 7.5 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be subject liable for the expenses of more than one separate counsel, reasonably satisfactory to any liability for any settlement made by such indemnifying party, representing all of the indemnified Person without its consent parties who are parties to such action) or (but ii)) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld or delayed). An No indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons party shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, without the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights prior written consent of the indemnified Person as against party, effect any other Persons with settlement of any pending or threatened proceeding in respect to of which any Loss paid indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the indemnifying Person under this Sectionsubject matter of such proceeding.

Procedures. Any (a) In case any proceeding (including any governmental investigation) shall be instituted involving any Person entitled in respect of which indemnity may be sought pursuant to indemnification hereunder shall (i) give prompt written notice to Section 8.3, such Person will, within 60 days after it has acquired actual knowledge of such proceeding, notify the indemnifying Person against whom such indemnity may be sought in writing and the Indemnifying Party, upon request of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimthe Indemnified Party, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal will retain counsel of its own selection, reasonably satisfactory to the indemnified PersonIndemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and will pay the fees and disbursements of such counsel related to the proceeding. The indemnified Person In any such proceeding, any Indemnified Party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the right, but not retention of such counsel or (ii) the obligation, named parties to participate, at its own expenseany such proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in the defense thereof through counsel of its own choice which case fees and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense expenses of such Claim, the indemnifying Person shall not counsel will be subject to any liability for any settlement made paid by the indemnified Person without its consent (but such consent shall not Indemnifying Party. It is understood that the Indemnifying Party will not, in connection with any proceeding or related proceedings in the same jurisdiction, be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay liable for the fees and expenses of more than one counsel separate firm of attorneys (in addition to any local counsel) at any time for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shallIndemnified Parties, and shall cause their Affiliates to, at that all times cooperate in all reasonable ways with, make their relevant files such fees and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogationexpenses will be reimbursed as they are incurred. In the event case of any such separate firm for the indemnifying Person fails timely to defendIndemnified Parties, contest such firm will be designated in writing by the Indemnified Parties. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its consent, but if settled with such consent, or otherwise protect if there be a final judgment for the plaintiff, the Indemnifying Party will indemnify and hold harmless such Indemnified Parties from and against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims loss or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated liability (to the claims extent stated above) by reason of such settlement or rights judgment. An Indemnified Party's failure to give timely notice or to provide copies of the indemnified Person as against documents or to furnish relevant data in connection with any other Persons with respect claim shall not constitute a defense (in part or in whole) to any Loss paid by claim for indemnification for such Indemnified Party, except and only to the indemnifying Person under this Sectionextent that such failure shall result in a material prejudice to the Indemnifying Party.

Procedures. Any Person entitled If any proceedings are instituted or any claim or demand is asserted by any person not a party to this Agreement in respect of which the Purchaser may seek indemnification hereunder pursuant to this Clause 11, the indemnified party shall (i) give prompt promptly cause written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying Person party; provided, however, that the failure of any Claim with respect the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which it seeks indemnification; and (ii) unless in such the indemnifying party is obligated to be greater than they would have been had the indemnified Person's reasonable judgment a conflict of interest between such indemnified and party given the indemnifying Persons may exist with respect to such Claimparty prompt Notice hereunder. Except as otherwise provided herein, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person party shall have the right, but not the obligationat its option and expense, to participatedefend against, at its own expensenegotiate, in the defense thereof through counsel of its own choice or settle any such claim or demand, and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If if the indemnifying Person elects to assume the defense of such Claimparty exercises that option, the indemnifying Person party shall not be subject to any liability liable for any settlement made the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified Person party. An indemnifying party may not settle any such claim or demand without its the written consent (but such which consent shall not be unreasonably withheld withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event that the indemnifying Person fails timely party shall fail to defendrespond within ten (10) days after the giving of the Notice, contest then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or otherwise protect against settlement of any such Claimlegal proceeding, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims claim or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectiondemand.

Procedures. Any Person entitled to indemnification hereunder Each indemnitor under this ------------------------------- Article XVI shall (i) give prompt written notice to reimburse each indemnitee for any legal fees and costs, including reasonable attorneys' fees and other litigation or proceeding expenses, even if the indemnifying Person of any Claim claim is groundless, false, or fraudulent, reasonably incurred by such indemnitee in connection with investigating or defending against Losses with respect to which it seeks indemnificationindemnity is provided hereunder; and (ii) provided, however, that an indemnitor shall not be required to indemnify an indemnitee for any payment made by such indemnitee to any claimant in settlement of Losses unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist settlement has been previously approved by the indemnitor. If Losses are asserted, or if any action or suit is commenced with respect to such Claimthereto, for which indemnity may be sought against an indemnitor hereunder, the indemnifying Person indemnitee shall notify the indemnitor in writing within ten (10) days after the indemnitee shall have had actual knowledge of the absolute rightassertion or commencement of the Losses or a claim which could give rise to Losses, which notice shall specify in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to reasonable detail the indemnified Personmatter for which indemnity may be sought. The indemnified Person indemnitor shall have the right, but not upon notice to the obligationindemnitee given within thirty (30) days following its receipt of the indemnitee's notice (or shorter period if such notice specifies such shorter period and provides reasonable reason therefor), to participatetake primary responsibility, at its own expensefor the prosecution, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense settlement of such Claimmatter, including the indemnifying Person shall not be subject to any liability for any settlement made employment of counsel chosen by the indemnified Person without its consent (but such consent indemnitor with the approval of the indemnitee. which approval shall not be unreasonably withheld or delayed, and payment of expenses in connection therewith. The indemnitee shall provide, without cost to the indemnitor, all relevant records and information reasonablv required by the indemnitor for such prosecution, defense or settlement and shall cooperate with the indemnitor to the fullest extent possible The indemnitee shall have the right to employ its own counsel in any matter with respect to which the indemnitor has elected to take primary responsibility for prosecution (without regard to Section 7.17). An indemnifying Person who is not entitled to, defense or elects not tosettlement, assume the defense of a Claim shall not be obligated to pay but the fees and expenses of more than one such counsel for all Persons indemnified by such indemnifying Person with respect shall be the expense of the indemnitee except when indemnitee has engaged its own counsel due to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between indemnitors and indemnitees interests in which case such indemnified Person fees and any other of such indemnified Persons expenses shall be paid in accordance with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Section16.4.

Procedures. Any Person If Acquirer believes it is entitled to indemnification hereunder shall (i) a claim for Damages pursuant to this Agreement or becomes aware of or receives notice of the assertion by a third party of any claim or the commencement by any such person of any suit, action or proceeding which would result in a claim for Damages, Acquirer agrees to give prompt written notice to Seller (but not until the indemnifying Person alleged, expected or actual Damages for which indemnification is sought, individually or in the aggregate, exceed the Basket) of the assertion of such claim, or the commencement of any suit, action or proceeding in respect of which Damages may be sought under this Article 9 (a "Claim Notice"). The failure to provide such Claim Notice to Seller shall not relieve Seller of its obligation hereunder, except to the extent such failure shall have materially and adversely prejudiced Seller. Seller may, at its option, participate in and, except as provided in this Section 9.6, control the defense of any such suit, action or proceeding at its own expense with respect counsel reasonably satisfactory to which it seeks indemnificationAcquirer; and (ii) unless in provided, however, that such indemnified Person's reasonable judgment participation shall be conditioned upon a conflict waiver by Seller of interest between such indemnified and indemnifying Persons may exist its right to contest its obligation to indemnify Acquirer pursuant to this Article 9 for all Damages with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion claim (and expense, to elect to defend, contest or otherwise protect against any such Claim with legal participation shall be deemed to be such a waiver). Acquirer shall be entitled to participate in the defense of any suit, action or proceeding in respect of which indemnification may be sought under this Article 9 and to employ counsel of its own selectionchoice for such purpose. Except as hereinafter set forth, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one such separate counsel shall be borne by Acquirer. Subject to the foregoing, if Seller shall fail to advise Acquirer that it will assume such defense within 10 business days after receipt of such Claim Notice, then Acquirer shall have the right to assume the defense with counsel of its own choosing at the sole cost of Seller. Seller shall not be liable under this Article 9 for all Persons indemnified by such indemnifying Person any settlement effected without its consent of any suit, action or proceeding in respect of which indemnity may be sought hereunder; provided, however, that (i) consent of Seller shall not be required with respect to any such Claim, settlement unless in Seller agrees that the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons Damages with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, which indemnification is sought under this Article 9 are within the indemnifying Person (i) in its defense ambit of any Claim; this Article 9 and (ii) its prosecution under any consent by Seller shall be deemed to constitute an agreement by Seller that such Damages are within the last sentence ambit of this Section 8.3 of Article 9. Seller shall not enter into or consent to any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons settlement with respect to any Loss paid by the indemnifying Person which indemnification is sought under this SectionArticle 9 without the prior written consent of Acquirer, unless such settlement involves only the payment of money damages concurrently with such settlement, does not impose any injunction or other equitable relief upon Acquirer or any Group Member, does not require any admission or acknowledgment of liability or fact by Acquirer or any Group Member and contains an unconditional release of Acquirer or the Group Member against which the claim is asserted in respect of such claim.

Procedures. Any Person Promptly after receipt by an indemnified party under Sections 9.1 or 9.2 above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification may be sought hereunder shall (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) give prompt written notice to includes an unconditional release of the indemnifying Person indemnified party from all liability arising out of any Claim with respect to which it seeks indemnification; such action or claim and (ii) unless in such indemnified Person's reasonable judgment does not include a conflict statement as to or an admission of interest between such indemnified and indemnifying Persons may exist with respect fault, culpability or a failure to such Claimact, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest by or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment on behalf of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Person In order for an indemnified party (the "INDEMNIFIED PARTY") to be entitled to any indemnification hereunder shall provided for under this Agreement (i) give prompt written notice to the indemnifying Person of any Claim except with respect to claims made pursuant to section 7.02(vi) to which it seeks indemnificationsuch procedures shall not apply), such Indemnified Party shall, within 20 days following the discovery of the matters giving rise to any Loss, notify the indemnifying party (the "INDEMNIFYING PARTY") in writing of its claim for indemnification for such Loss, specifying in reasonable detail the nature of such Loss and the amount of the liability estimated to accrue therefrom; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party's receipt thereof, all information and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist documentation reasonably requested by the Indemnifying Party with respect to such ClaimLoss; PROVIDED, HOWEVER, that failure to make such delivery shall not affect the indemnification provided here under except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. If the indemnification sought pursuant hereto involves a claim made by a third party (which shall not include Parent, Seller or any of their affiliates or Purchaser or its affiliates) against the Indemnified Party (a "THIRD PARTY CLAIM"), the indemnifying Person Indemnifying Party shall have the absolute right, in its sole discretion and expense, be entitled to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, participate in the defense thereof through counsel of its own choice and shall have the rightsuch Third Party Claim and, but not the obligationif it so chooses, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying Person Indemnifying Party shall not be subject liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability for any settlement made by in connection with such Third Party Claim; PROVIDED that if such settlement, compromise or discharge would impose a material order, material injunction or other material non-monetary damages on the indemnified Person Indemnified Party, the Indemnifying Party shall not settle or compromise such Third Party Claim without its prior written consent of the Indemnified Party (but such which consent shall not be unreasonably withheld or delayed). An indemnifying Person who is Whether or not entitled to, or elects not to, assume the Indemnifying Party shall have assumed the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Third Party Claim, the indemnified Person Indemnified Party shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against admit any other Persons liability with respect to any Loss paid by to, or settle, compromise or discharge, such Third Party Claim without the indemnifying Person under this SectionIndemnifying Party's prior written consent.

Procedures. Any Person entitled Each indemnified party agrees to indemnification hereunder shall (i) give the indemnifying party prompt written notice to the indemnifying Person of any Claim with respect to matter upon which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment party intends to base a conflict of interest between such indemnified and claim for indemnification (an "INDEMNITY CLAIM") under this section. The indemnifying Persons may exist with respect to such Claim, the indemnifying Person party shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Personparty, to participate jointly with the indemnified party in the indemnified party's defense, settlement or other disposition of any Indemnity Claim. The With respect to any Indemnity Claim relating solely to the payment of money damages and which could not result in the indemnified Person party's becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or sole right of subrogation. In the event the indemnifying Person fails timely to defend, contest settle or otherwise protect against any dispose of such Indemnity Claim, on such terms as the indemnified Person indemnifying party, in its sole discretion, shall have deem appropriate; provided that the right, but not the obligation, indemnifying party shall provide reasonable evidence of its ability to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against pay any other Persons damages claimed and with respect to any Loss paid by such settlement shall obtain the written release of the indemnified party from the Indemnity Claim. The indemnifying Person under this Sectionparty shall obtain the written consent of the indemnified party prior to ceasing to defend, settling or otherwise -8- disposing of any Indemnity Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be adversely affected in any manner.

Procedures. Any Person entitled Promptly after receipt by an indemnified party under this Agreement of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to indemnification hereunder be made against the indemnifying party under this Agreement, notify the indemnifying party in writing of the claim or the commencement of that action, provided that the failure to notify the indemnifying party shall (i) give prompt written notice not relieve it from any liability which it may have to the indemnified party unless the indemnifying Person of party is materially prejudiced in its ability to defend such action. If any Claim with respect to which such claim shall be brought against an indemnified party, and it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and shall notify the indemnifying Persons may exist with respect to such Claimparty thereof, the indemnifying Person party shall have be entitled at its expense to participate therein, and to assume the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim defense thereof with legal counsel of its own selection, reasonably satisfactory to the indemnified Personparty, and to settle and compromise any such claim or action; provided, however, that if the indemnified party has elected to be represented by separate counsel pursuant to the proviso to the following sentence or if such settlement or compromise does not include an unconditional release of the indemnified party for any liability arising out of such claim or action, such settlement or compromise shall be effected only with the consent of the indemnified party, which consent shall not be unreasonably withheld. The After notice from the indemnifying party to the indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel party of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects election to assume the defense of such Claimclaim or action, the indemnifying Person party shall not be subject liable to any liability the indemnified party under this Agreement for any settlement made legal or other expenses subsequently incurred by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume party in connection with the defense thereof other than reasonable costs of a Claim investigation, provided, however, that the indemnified party shall not have the right to employ counsel to represent it if, in the opinion of counsel to the indemnified party, it is advisable for the indemnified party to be obligated represented by separate counsel due to pay actual or potential conflicts of interest, and in that event the fees and expenses of more than one such separate counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under party; provided, that in no event shall the indemnifying party be responsible for the fees of more than one counsel. The parties shall each render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim or proceeding. Each party agrees to promptly pay any amounts required to be paid to an indemnified party hereunder, upon the receipt of notice of such claim pursuant to the provisions of this SectionAgreement.

Procedures. Any Person entitled Promptly after receipt by an indemnified party under this Section 1.9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to indemnification hereunder be made against any indemnifying party under this Section 1.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (itogether with all other indemnified parties which may be represented without conflict by one counsel) give prompt shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying Person party within a reasonable time of the commencement of any Claim with respect such action, if prejudicial to which it seeks indemnification; and (ii) unless in its ability to defend such indemnified Person's reasonable judgment a conflict action, shall relieve such indemnifying party of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory liability to the indemnified Person. The indemnified Person shall have the rightparty under this Section 1.9, but the omission so to deliver written notice to the indemnifying party will not the obligation, relieve it of any liability that it may have to participate, at its own expenseany indemnified party otherwise than under this Section 1.9. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof through counsel the giving by the claimant or plaintiff to such indemnified party of its own choice and a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 1.9 shall have not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If consent of the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent party (but such which consent shall not be unreasonably withheld or delayedwithheld). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Section.

Procedures. Any Person entitled If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to indemnification hereunder shall (i) give prompt written be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the failure to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimextent that, the indemnifying Person shall have party is actually prejudiced by such failure. In the absolute rightevent that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 7.3, in its the indemnifying party will be entitled, at the indemnifying party’s sole discretion cost and expense, to elect participate therein and, to defendthe extent that it may wish, contest to join in or otherwise protect against any assume (at the indemnified party’s sole discretion) the defense thereof, with counsel selected by such Claim with legal indemnifying party. If assumed, counsel of its own selection, reasonably satisfactory to the indemnified Person. The party shall be selected, and, after notice from the indemnifying party to such indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel party of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects election so to assume the defense of such Claimthereof, the indemnifying Person shall party will not be subject liable to any liability such indemnified party under this Article VII for any settlement made legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified Person without its consent party shall have mutually agreed to the retention of such counsel, (but such consent shall not be unreasonably withheld or delayed). An b) the indemnifying Person who is not entitled to, or elects not to, assume party has assumed the defense of such proceeding and has failed within a Claim reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) 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 conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be obligated to pay liable for the reasonable fees and expenses of more than one separate law firm at the same time (in addition to local counsel where necessary) for all Persons such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its prior 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 by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnifying Person with respect to such Claimindemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the reasonable judgment indemnified party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; party and (iiiii) its prosecution under the last sentence of this Section 8.3 of does not impose any related claim, cross-complaint, counterclaim continuing material obligation or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against restrictions on any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Person entitled to indemnification hereunder shall (i) give prompt Promptly after receipt by any Indemnified Party of a complaint, claim or other written notice of any loss, claim, damage, liability or action arising rise to a claim for indemnification under this Section 6, the party claiming indemnification under this Section 6 shall notify the indemnifying party of the complaint, notice, claim or action, and the indemnifying party shall have the right to investigate and defend the loss, claim, damage, liability or action; provided, that the failure of the Indemnified Party to promptly notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the Indemnified Party otherwise than under Section 6, or under Section 6 to the extent that the indemnifying Person party has not been materially prejudiced as a proximate result of the failure to provide notice. The Indemnified Party shall have the right to employ separate counsel in the action and to participate in the defense of the action, but the fees and expenses of the counsel shall not be at the expense of the indemnifying party. If the defendants in any Claim with respect to which it seeks indemnification; action shall include more that one Indemnified Party, and (ii) unless in such indemnified Person's reasonable judgment any of these Indemnified Parties shall reasonably conclude that counsel selected by the Corporation has a conflict of interest between such indemnified and indemnifying Persons may exist with respect which under the Rules of Professional Conduct of the Florida State Bar Association (or other body regulating the practice of law in the State of Florida) would prohibit the representation because of the availability of different or additional defenses to such Claimany of the Indemnified Parties, the indemnifying Person Indemnified Party shall have the absolute right, in its sole discretion and expense, right to elect to defend, contest or otherwise protect against any such Claim with legal select separate counsel of its own selection, reasonably satisfactory acceptable to the indemnified Person. The indemnified Person shall have the right, but not the obligation, Corporation to participate, at its own expense, participate in the defense thereof through counsel of the claim on its own choice and shall have behalf at the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If expense of the indemnifying Person elects to assume party who would otherwise be liable for the defense of such Claimlosses under this Section 6, it being understood, however, that the indemnifying Person party shall not not, in connection with any one action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be subject to any liability liable for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel separate firm of attorneys at any time for all Persons indemnified by such indemnifying Person with respect to such Claimthe Indemnified Parties; provided, unless in however, that if the reasonable judgment of any indemnified Person parties shall not agree that a conflict of interest may exist between such indemnified Person the Indemnified Parties exists, then the parties shall submit the issue to the State Bar Association of Florida to determine whether a conflict of interest exists, and any other the determination of such indemnified Persons with respect to such Claimthe State Bar Association of Florida shall be binding on the parties. The indemnified Persons shall, and Indemnified Parties shall cause their Affiliates to, at all times cooperate fully in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; claim under this Section 6 and (ii) its prosecution each Indemnified Party shall make available to the Corporation pertinent information under the last sentence of this Section 8.3 Indemnified Party's control relating to the claim. In no event shall the indemnifying party be obligated to indemnify any party for any settlement of any related claim, cross-complaint, counterclaim claim or right of subrogation. In the event action effected without the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty's consent.

Procedures. Any Person entitled If Purchaser seeks indemnification under this Article VIII, it shall give notice (“Claim Notice”) to indemnification hereunder shall Seller of the basis of the claim (the “Claim”) (i) give prompt written notice to within a reasonable time after discovery of the indemnifying Person of any Claim with respect to which it seeks indemnification; facts and (ii) unless in any event, within the time periods set forth in Section 8.1, provided that the failure to give such indemnified Person's reasonable judgment a conflict notice shall not relieve Seller of interest between any liability hereunder except to the extent that Seller is materially adversely prejudiced by such indemnified and indemnifying Persons may exist failure. Seller shall give notice to Purchaser within fifteen (15) business days after receipt of the notice requested by this Section 8.3 advising whether it (i) acknowledges its obligation to indemnify Purchaser or (ii) disputes its obligation to indemnify Purchaser. If Seller acknowledges its indemnification obligation with respect to such the Claim, the indemnifying Person shall have the absolute rightand such Claim is based upon an asserted liability or obligation to a person or entity that is not a party to this Agreement (a “Third Party Claim”), Purchaser may, in its sole discretion discretion, control and expense, to elect to defend, contest or otherwise protect against conduct the defense of any such Claim with legal counsel of its own selectionThird Party Claim, reasonably satisfactory including settlement, and take reasonable steps to defend such Third Party Claim. Notwithstanding the foregoing, Purchaser shall not agree to the indemnified Personsettlement or compromise of any Third Party Claim for money Damages without Seller’s consent (which consent shall not be unreasonably withheld or delayed) to the amount of any such settlement or compromise. The indemnified Person If such Claim is not a Third Party Claim, Purchaser shall be entitled to immediate satisfaction of such Claim. If Purchaser does not notify Seller within fifteen (15) business days following receipt of a Claim Notice that it elects to undertake the defense of the Third Party Claim described therein, Seller shall have the right, but not the obligation, right to participate, at its own expense, in the defense thereof through counsel of its own choice control and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume conduct the defense of such Claim, and take reasonable steps to defend such Third Party Claim, on behalf of and for the indemnifying Person shall not account of Seller, provided that no settlement or compromise may be subject to any liability for any settlement made by effected without the indemnified Person without its consent of Purchaser (but such which consent shall not be unreasonably withheld or delayed). An indemnifying Person who is If Seller does not entitled to, or elects not to, assume the defense notify Purchaser within fifteen (15) business days following receipt of notice of a Claim shall that is not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to a Third Party Claim that it disputes such Claim, unless such Claim shall be deemed a liability of Seller and Seller shall pay the amount of the Claim on demand by Purchaser, or in the reasonable judgment case of any indemnified Person notice in which the amount of the Claim is estimated, on such later date when the amount of the Claim is finally determined. If Seller disputes the Claim in a conflict timely manner as set forth herein, Seller and Purchaser shall proceed in good faith to negotiate a resolution of interest may exist between such indemnified Person and the dispute, or, if necessary, to final judgment or order of a court of equity of competent jurisdiction determining the amount of the Damages or by any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid means elected by the indemnifying Person under this SectionPurchaser.

Procedures. Any Person entitled Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to indemnification hereunder be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (itogether with all other indemnified parties which may be represented without conflict by one counsel) give prompt shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying Person party within a reasonable time of the commencement of any Claim with respect such action, if prejudicial to which it seeks indemnification; and (ii) unless in its ability to defend such indemnified Person's reasonable judgment a conflict action, shall relieve such indemnifying party of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory liability to the indemnified Person. The party under this Section 2.7 to the extent that such indemnifying party is harmed by the failure of the indemnified Person shall have the rightparty to provide timely notice, but the omission so to deliver written notice to the indemnifying party will not the obligation, relieve it of any liability that it may have to participate, at its own expenseany indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense thereof through counsel of its own choice and shall have any such claim or litigation, shall, except with the rightconsent of each indemnified party, but not the obligation, consent to assert entry of any and all cross-claims judgment or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for enter into any settlement made which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense party of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for release from all Persons indemnified by such indemnifying Person with liability in respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available claim or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionlitigation.

Procedures. Any Person Promptly after receipt by an indemnified party under this Section 7.7 of notice of the threat or commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.7, promptly notify the indemnifying party in writing thereof, but the omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 7.7 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to indemnification hereunder participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall (i) give prompt written notice have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified and parties that are different from or additional to those available to the indemnifying Persons may exist with respect to such Claimparty, the indemnifying Person indemnified party or parties shall have the absolute right, in its sole discretion right to select separate counsel to assume such legal defenses and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, participate in the defense thereof through counsel of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects election to assume the defense of such Claimaction and approval by the indemnified party of counsel, the indemnifying Person party will not be liable to such indemnified party under this Section 7.7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be subject liable for the expenses of more than one separate counsel, reasonably satisfactory to any liability for any settlement made by such indemnifying party, representing all of the indemnified Person without its consent parties who are parties to such action) or (but ii)) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld or delayed). An No indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons party shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, without the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights prior written consent of the indemnified Person as against party, effect any other Persons with settlement of any pending or threatened proceeding in respect to of which any Loss paid indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the indemnifying Person under this Sectionsubject matter of such proceeding.

Procedures. Any Person party that proposes to assert the right to be indemnified under this Section 8 shall, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 8, notify each such indemnifying party of the commencement of such action, suit or proceeding, but the omission so to notify such indemnifying party of any such action, suit or proceeding shall not relieve it from any liability that it may have to any indemnified party otherwise than under this Section. In the event any such action, suit or proceeding is brought against any indemnified party and such indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to indemnification hereunder participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and the approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) give prompt written notice to the employment of counsel by such indemnified party has been authorized in writing by the indemnifying Person of any Claim with respect to which it seeks indemnification; and parties, (ii) unless in such the indemnified Person's reasonable judgment party shall have reasonably concluded that, because of the existence of different or additional defenses available to the indemnified party or of other reasons, there may be a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person parties and the indemnified party in the conduct of the defense of such action (in which case the indemnifying parties shall not have the absolute right, in its sole discretion and expense, right to elect to defend, contest or otherwise protect against any direct the defense of such Claim with legal counsel action on behalf of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims party) or counterclaims it may have. If (iii) the indemnifying Person elects parties shall not have employed counsel to assume the defense of such Claimaction within a reasonable time after notice of the commencement thereof, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense in each of a Claim shall not be obligated to pay which cases the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in shall be at the reasonable judgment expense of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claimparties, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Section.provided that

Procedures. Any Person entitled Promptly after receipt by a Party of notice of any Third Party claim, demand, suit or proceeding which could give rise to a right to indemnification hereunder pursuant to Section 9.1, such Party (the “Indemnified Party”) shall give the other Party (ithe “Indemnifying Party”) give prompt written notice describing the claim in reasonable detail. The failure of an Indemnified Party to give notice in the manner provided herein shall not relieve the Indemnifying Party of its obligations under this Section, except to the indemnifying Person of any Claim with respect extent that such failure to which it seeks indemnification; and (ii) unless in give notice materially prejudices the Indemnifying Party’s ability to defend such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Personclaim. The indemnified Person Indemnifying Party shall have the right, but not the obligationat its option, to compromise or defend, at its own expense and by its own counsel, any such matter involving the asserted liability of the Party seeking such indemnification. If the Indemnifying Party shall undertake to compromise or defend any such asserted liability, it shall promptly (and in any event not more than ten (10) days after receipt of the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the asserted liability or fails to notify the Indemnified Party of its election to compromise or defend as herein provided, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses shall be included as part of the indemnification obligation of the Indemnifying Party hereunder. Notwithstanding the foregoing, neither Party may (a) settle or compromise any claim without the prior written consent of the other Party, unless such settlement or compromise provides solely for a monetary payment for which the other Party is fully indemnified, or (b) make any admission or take any action that is prejudicial to the defense or settlement of such claim, without the other Party’s prior written consent. In any event, the Indemnified Party and the Indemnifying Party may participate, at its their own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may havesuch asserted liability. If the indemnifying Person elects Indemnifying Party chooses to assume defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 9.2, (a) the Party conducting the defense of a claim shall (i) keep the other Party informed on a reasonable and timely basis as to the status of the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent claim (but only to the extent such consent shall not be unreasonably withheld or delayed). An indemnifying Person who other Party is not entitled to, or elects not to, assume participating jointly in the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claimclaim), unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under conduct the last sentence defense of this Section 8.3 of any related claimsuch claim in a prudent manner, cross-complaint, counterclaim or right of subrogation. In and (b) the event the indemnifying Person fails timely Indemnifying Party shall not cease to defend, contest settle or otherwise protect against dispose of any such Claim, claim (except as provided above) without the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights prior written consent of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this SectionIndemnified Party.

Procedures. Any Person entitled If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to indemnification hereunder shall (i) give prompt written be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimextent that, the indemnifying Person shall have party is actually prejudiced by such omission. In the absolute rightevent that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 7.3, in its the indemnifying party will be entitled, at the indemnifying party’s sole discretion cost and expense, to elect to defendparticipate therein and, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims extent that it may have. If the indemnifying Person elects wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such Claimindemnified party of its election so to assume the defense thereof, the indemnifying Person shall party will not be subject liable to any liability such indemnified party under this Article VII for any settlement made legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified Person without its consent party shall have mutually agreed to the retention of such counsel, (but such consent shall not be unreasonably withheld or delayed). An b) the indemnifying Person who is not entitled to, or elects not to, assume party has assumed the defense of such proceeding and has failed within a Claim reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) 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 conflicts of interests between them based on the advice of counsel to the indemnified party, in which case the reasonable fees and expenses of such counsel shall not be obligated to pay at the expense of the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all Persons such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of Confidential Treatment Requested by Royalty Pharma plc Pursuant to 17 C.F.R. Section 200.83 the indemnified party (such consent not to be unreasonably withheld), effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnifying Person with respect to such Claimindemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the reasonable judgment indemnified party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; party and (iiiii) its prosecution under the last sentence of this Section 8.3 of does not impose any related claim, cross-complaint, counterclaim obligation or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against restrictions on any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Dr. S. Xxxx Xxx shall act as Representative of the Shareholders for all purposes of the Escrow Agreement and the indemnification provisions of this Section 10, is duly authorized to be such Representative and may bind the Shareholders with respect thereto. Promptly after the receipt by a Parent Indemnified Person entitled or a Shareholder (as the case may be, the "Indemnified Person") of notice or discovery of any claim, damage or legal action or proceeding giving rise to indemnification hereunder rights under this Agreement, such Indemnified Person will give the indemnifying party (in the case of a Parent Indemnified Person, notice shall (ibe given to the Representative and the Escrow Agent) give prompt written notice of such claim, damage, legal action or proceeding (a "Claim") (in the case of a Parent Indemnified Person, such notice shall be given in accordance with Section 3 of the Escrow Agreement). An Indemnified Person may assert a claim in writing at any time prior to the Expiration Date. Within ten days of delivery of such written notice, the indemnifying party may, at the expense of such indemnifying party, elect to take all necessary steps properly to contest any Claim involving third parties or to prosecute such Claim to conclusion or settlement satisfactory to such indemnifying party. If such indemnifying party makes the foregoing election, an Indemnified Person will have the right to participate at its own expense in all proceedings. If such indemnifying party does not make such election, an Indemnified Person shall be free to handle the prosecution or defense of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, will take all necessary steps to contest the Claim involving third parties or to prosecute such Claim to conclusion or settlement satisfactory to such Indemnified Person, and will notify the indemnifying party of the progress of any such Claim, will permit the indemnifying party, at the sole cost of the indemnifying party, to participate in such prosecution or defense and will provide the indemnifying party with reasonable access to all relevant information and documentation relating to the Claim and the prosecution or defense thereof. In any case, the party not in control of the Claim will cooperate with the other party in the conduct of the prosecution or defense of such Claim. Neither party will compromise or settle any such Claim without the written consent of either Parent (if the Representative defends the Claim) or the Representative (if Parent defends the Claim), such consent not to be unreasonably withheld; provided, that an Indemnified Person shall have the absolute right, in its sole discretion and expense, right to elect to defend, contest or otherwise protect against settle any such Claim with legal counsel if the terms of its own selection, reasonably satisfactory such settlement are not materially prejudicial to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shallparty, and shall cause their Affiliates to, at all times cooperate that in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the such event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Indemnified Person shall be subrogated deemed to the claims or rights have waived any right of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionindemnity for such claim hereunder.

Procedures. Any Person entitled If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to indemnification hereunder shall (i) give prompt written be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimextent that, the indemnifying Person shall have party is actually prejudiced by such omission. In the absolute rightevent that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 7.3, in its the indemnifying party will be entitled, at the indemnifying party’s sole discretion cost and expense, to elect to defendparticipate therein and, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims extent that it may have. If the indemnifying Person elects wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of such Claimits election so to assume the defense thereof, the indemnifying Person shall party will not be subject liable to any liability such indemnified party under this Article VII for any settlement made legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified Person without its consent party shall have mutually agreed to the retention of such counsel, (but such consent shall not be unreasonably withheld or delayed). An b) the indemnifying Person who is not entitled to, or elects not to, assume party has assumed the defense of such proceeding and has failed within a Claim reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) 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 conflicts of interests between them based on the reasonable advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be obligated to pay liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all Persons such indemnified parties. The 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 be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnifying Person with respect to such Claimindemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the reasonable judgment indemnified party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; party and (iiiii) its prosecution under the last sentence of this Section 8.3 of does not impose any related claim, cross-complaint, counterclaim continuing material obligation or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against restrictions on any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Person party that proposes to assert the right to be indemnified under this Section 8 shall, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 8, notify each such indemnifying party of the commencement of such action, suit or proceeding, but the omission so to notify such indemnifying party of any such action, suit or proceeding shall not relieve it from any liability that it may have to any indemnified party otherwise than under this Section. In the event any such action, suit or proceeding is brought against any indemnified party and such indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to indemnification hereunder participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and the approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) give prompt written notice to the employment of counsel by such indemnified party has been authorized in writing by the indemnifying Person of any Claim with respect to which it seeks indemnification; and parties, (ii) unless in such the indemnified Person's reasonable judgment party shall have reasonably concluded that, because of the existence of different or additional defenses available to the indemnified party or of other reasons, there may be a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person parties and the indemnified party in the conduct of the defense of such action (in which case the indemnifying parties shall not have the absolute right, in its sole discretion and expense, right to elect to defend, contest or otherwise protect against any direct the defense of such Claim with legal counsel action on behalf of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims party) or counterclaims it may have. If (iii) the indemnifying Person elects parties shall not have employed counsel to assume the defense of such Claimaction within a reasonable time after notice of the commencement thereof, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying Person parties, provided that the Company shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated required to pay the fees and expenses of more than one counsel additional law firm representing the Underwriters. An indemnifying party shall not be liable for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment any settlement of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shallaction, suit, proceeding or claims effected without its written consent, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person no settlement shall be subrogated to the claims or rights made without including a full and complete release of the indemnified Person as against any other Persons with respect parties in form and content reasonably satisfactory to any Loss paid by the indemnifying Person under this Sectionsuch indemnified party.

Procedures. Any Person Each party entitled to indemnification hereunder under ---------- this Section 1.6 (the "INDEMNIFIED PARTY") shall (i) give prompt written notice to the indemnifying Person party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any Claim with respect claim as to which it seeks indemnification; indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (ii) unless whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 1.6 unless such failure resulted in actual detriment to the Indemnifying Party. Notwithstanding the above, however, if representation of one or more Indemnified Parties by the counsel retained by the Indemnifying Party would be inappropriate due to actual conflicting interests between such Indemnified Parties (the "CONFLICTING INDEMNIFIED PARTIES") and any other party represented by such counsel in such proceeding, then such Conflicting Indemnified Parties shall have the right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration, at the expense of the Indemnifying Party. No Indemnifying Party (i) in the defense thereof through counsel of its own choice and shall have any such claim or litigation, shall, except with the rightconsent of each Indemnified Party, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such which consent shall not be unreasonably withheld withheld, consent to entry of any judgment or delayed). An indemnifying Person who is enter into any settlement which does not entitled toinclude as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation, or elects not to(ii) shall be liable for amounts paid in any settlement if such settlement is effected without the consent of the Indemnifying Party, assume the defense of a Claim which consent shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionunreasonably withheld.

Procedures. Any Person party that proposes to assert the right to be indemnified under this Section 9 will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve it from any liability that it may have to any indemnified party under the foregoing provisions of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to indemnification hereunder shall (i) give prompt participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expenseparty similarly notified, to elect to defendassume the defense of the action, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Personparty, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified Person shall party will have the rightright to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the obligation, right to participate, at its own expense, in direct the defense thereof through counsel of its own choice and shall have such action on behalf of the right, but not the obligation, to assert any and all cross-claims indemnified party) or counterclaims it may have. If (iv) the indemnifying Person elects party has not in fact employed counsel to assume the defense of such Claimaction within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying Person party or parties. It is understood that the indemnifying party or parties shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be subject to any liability liable for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled toreasonable fees, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees disbursements and expenses other charges of more than one counsel separate firm admitted to practice in such jurisdiction at any time for all Persons such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by such the indemnifying Person with respect party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to such Claimthe entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shallsettlement, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available compromise or otherwise render reasonable assistance to, the indemnifying Person consent (i) in its defense includes an unconditional release of any Claim; each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) its prosecution under the last sentence does not include a statement as to or an admission of this Section 8.3 fault, culpability or a failure to act by or on behalf of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Person entitled Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to indemnification hereunder be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (itogether with all other indemnified parties which may be represented without conflict by one counsel) give prompt shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying Person party within a reasonable time of the commencement of any Claim with respect such action, if prejudicial to which it seeks indemnification; and (ii) unless in its ability to defend such indemnified Person's reasonable judgment a conflict action, shall relieve such indemnifying party of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory liability to the indemnified Person. The indemnified Person shall have the rightparty under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not the obligation, relieve it of any liability that it may have EXECUTION COPY to participate, at its own expenseany indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense thereof through counsel of its own choice and shall have any such claim or litigation, shall, except with the rightconsent of each indemnified party, but not the obligation, consent to assert entry of any and all cross-claims judgment or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for enter into any settlement made which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense party of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for release from all Persons indemnified by such indemnifying Person with liability in respect to such Claim, unless claim or litigation. The indemnity agreements contained in the reasonable judgment this Section 2.7 shall not apply to amounts paid in settlement of any indemnified Person a conflict loss, claim, damage, liability or action if such settlement is effected without the consent of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty.

Procedures. Any Promptly after receipt by an Indemnified Person or Indemnified Party under this Clause 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is made against any indemnifying party under this Clause 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that such indemnifying party shall not be entitled to assume such defense and an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential conflicts of interest between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding or the actual or potential defendants in, or targets of, any such action include both the Indemnified Person or the Indemnified Party and the indemnifying party and any such Indemnified Person or Indemnified Party reasonably determines that there may be legal defenses available to such Indemnified Person or Indemnified Party which are in conflict with those available to such indemnifying party. The indemnifying party shall pay for only one separate legal counsel for all Indemnified Persons or the Indemnified Parties, as applicable, and such legal counsel shall be selected by Holders holding a majority-in-interest of the Registrable Securities included in the Registration Statement to which the Claim relates, if the Holders are entitled to indemnification hereunder shall (i) give prompt hereunder, or by the Company, if the Company is entitled to indemnification hereunder, as applicable. The failure to deliver written notice to the indemnifying Person party within a reasonable time of the commencement of any Claim with respect such action shall not relieve such indemnifying party of any liability to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect the Indemnified Person or Indemnified Party under this Clause 6, except to such Claim, the extent that the indemnifying Person shall have the absolute right, party is actually prejudiced in its sole discretion and ability to defend such action. The indemnification required by this Clause 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, to elect to defendloss, contest damage or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice liability is incurred and shall have the right, but not the obligation, to assert any is due and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionpayable.

Procedures. Any Person entitled to indemnification hereunder Each indemnitor under this Article 4 shall (i) give prompt written notice to the indemnifying Person of reimburse each indemnitee for any Claim legal fees and costs, including reasonable attorneys' fees and other litigation expenses, reasonably incurred by such indemnitee in connection with investigating or defending against claims with respect to which it seeks indemnificationindemnity is provided hereunder; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimprovided, the indemnifying Person shall have the absolute righthowever, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person that an indemnitor shall not be subject required to indemnify an indemnitee for any payment made by such indemnitee to any liability for any claimant in settlement made of claims unless such settlement has been previously approved by the indemnified Person without its consent (but such consent indemnitor, which approval shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled toIf claims are asserted or threatened, or elects not toif any action or suit is commenced or threatened with respect thereto, assume for which indemnity may be sought against an indemnitor hereunder, the indemnitee shall notify the indemnitor in writing within ten (10) days after the indemnitee shall have had actual knowledge of the threat, assertion or commencement of the claims, which notice shall specify in reasonable detail the matter for which indemnity may be sought. The indemnitor shall have the right, upon notice to the indemnitee given within thirty (30) days following its receipt of the indemnitee's notice (or shorter period if such notice specifies such shorter period and provides reasonable reason therefore), to take primary responsibility for the prosecution, defense or settlement of a Claim such matter, including the employment of counsel chosen by the indemnitor with the approval of the indemnitee, which approval shall not be obligated unreasonably withheld or delayed, and payment of expenses in connection therewith. The indemnitee shall provide, without cost to pay the indemnitor, all relevant records and information reasonably required by the indemnitor for such prosecution, defense or settlement and shall cooperate with the indemnitor to the fullest extent possible. The indemnitee shall have the right to employ its own counsel in any such matter with respect to which the indemnitor has elected to take primary responsibility for prosecution, defense or settlement, but the fees and expenses of more than one such counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights expense of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionindemnitee.

Procedures. Any Person entitled to indemnification hereunder shall (i) give prompt Promptly after receipt by any Indemnified Party of a complaint, claim or other written notice of any loss, claim, damage, liability or action giving rise to a claim for indemnification under this Section 6, the party claiming indemnification under this Section 6 shall notify the indemnifying party of the complaint, notice, claim or action, and the indemnifying party shall have the right to investigate and defend the loss, claim, damage, liability or action; provided, that the failure of the Indemnified Party to promptly notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the Indemnified Party otherwise than under Section 6, or under Section 6 to the extent that the indemnifying Person party has not been materially prejudiced as a proximate result of the failure to provide notice. The Indemnified Party shall have the right to employ separate counsel in the action and to participate in the defense of the action, but the fees and expenses of the counsel shall not be at the expense of the indemnifying party. If the defendants in any Claim with respect to which it seeks indemnification; action shall include more that one Indemnified Party, and (ii) unless in such indemnified Person's reasonable judgment any of these Indemnified Parties shall reasonably conclude that counsel selected by the Corporation has a conflict of interest between such indemnified and indemnifying Persons may exist with respect which under the Rules of Professional Conduct of the Florida State Bar Association (or other body regulating the practice of law in the State of Florida) would prohibit the representation because of the availability of different or additional defenses to such Claimany of the Indemnified Parties, the indemnifying Person indemnified Party shall have the absolute right, in its sole discretion and expense, right to elect to defend, contest or otherwise protect against any such Claim with legal select separate counsel of its own selection, reasonably satisfactory acceptable to the indemnified Person. The indemnified Person shall have the right, but not the obligation, Corporation to participate, at its own expense, participate in the defense thereof through counsel of the claim on its own choice and shall have behalf, at the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If expense of the indemnifying Person elects to assume party who would otherwise be liable for the defense of such Claimlosses under this Section 6, it being understood, however, that the indemnifying Person party shall not not, in connection with any one action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be subject to any liability liable for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel separate firm of attorneys at any time for all Persons indemnified by such indemnifying Person with respect to such Claimthe Indemnified Parties; provided, unless in however, that if the reasonable judgment of any indemnified Person parties shall not agree that a conflict of interest may exist between such indemnified Person the Indemnified Parties exists, then the parties shall submit the issue to the State Bar Association of Florida to determine whether a conflict of interest exists, and any other the determination of such indemnified Persons with respect to such Claimthe State Bar Association of Florida shall be binding on the parties. The indemnified Persons shall, and Indemnified Parties shall cause their Affiliates to, at all times cooperate fully in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; claim under this Section 6 and (ii) its prosecution each Indemnified Party shall make available to the Corporation pertinent information under the last sentence of this Section 8.3 Indemnified Party's control relating to the claim. In no event shall the indemnifying party be obligated to indemnify any party for any settlement of any related claim, cross-complaint, counterclaim claim or right of subrogation. In the event action effected without the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionparty's consent.

Procedures. Any Person Promptly after receipt by an indemnified party (including any controlling person) under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 8. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to indemnification hereunder shall (i) give prompt participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified part, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimparty, the indemnifying Person indemnified party or parties shall have the absolute right, in its sole discretion right to select separate counsel to assert such legal defenses and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, participate in the defense thereof through counsel of such action on behalf of such indemnified party. Upon receipt of notice from the indemnifying party to such indemnified party of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects election so to assume the defense of such Claimaction and approval by the indemnified party of counsel, the indemnifying Person party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be subject to any liability liable for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one separate counsel, approved by the Representatives in the case of paragraph (a) of this Section 8, representing the indemnified party under such paragraph (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party has authorized the employment of separate counsel for all Persons the indemnified by such party at the expense of the indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shallparty, and shall cause their Affiliates toexcept that, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person if clause (i) or (iii) is applicable, such liability shall be only in its defense respect of the counsel referred to in such clause (i) or (iii). Any indemnifying party shall not be obligated under any Claim; and (ii) its prosecution settlement agreement relating to any action under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely 8 to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but which it has not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionagreed in writing.

Procedures. Any Person entitled The indemnified party shall promptly notify the indemnifying party in writing of all matters that may give rise to the right to indemnification hereunder. The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the indemnifying party is prejudiced thereby. After such notice, if the indemnifying party shall acknowledge in writing to the indemnified party that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects, (i) give prompt written notice to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same (unless the named parties to such action or proceeding include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying Person of any Claim with respect to party, in which it seeks indemnification; and (ii) unless in such event the indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, party shall be entitled at the indemnifying Person shall have the absolute rightparty's cost, in its sole discretion risk and expense, to elect to defend, contest or otherwise protect against any such Claim with legal separate counsel of its own selectionchoosing) and (iii) to compromise or settle such claim, reasonably satisfactory to which compromise or settlement shall be made only with the written consent of the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent party (but such consent shall not to be unreasonably withheld or delayed). An If the indemnifying Person who is not entitled to, or elects not to, party fails to assume the defense of a Claim such claim within thirty (30) calendar days after receipt of the notice of such claim, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party; provided, however, that such claim shall not be obligated compromised or settled without the written consent of the indemnifying party (such consent not to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claimbe unreasonably withheld or delayed). The indemnified Persons shall, party and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense party shall keep each other reasonably informed of the progress of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim litigation or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect settlement negotiations with third parties in connection with a matter indemnified against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the samehereunder. The indemnifying Person shall be subrogated to the claims or rights of party and the indemnified Person as against party shall permit each other reasonable access to books and records and otherwise cooperate with all reasonable requests of each other in connection with any other Persons with respect to indemnifiable matter resulting from a claim by any Loss paid by the indemnifying Person under this Sectionthird party.

Procedures. Any Person entitled to indemnification hereunder under ---------- this Section 7 shall, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such indemnified party in respect of which indemnity may be sought from an indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof. The omission of any indemnified party so to notify an indemnifying party of any such action shall (i) give prompt written notice not relieve the indemnifying party from any liability which it may have to such indemnified party under this Section 7 unless, and only to the extent that, such omission results in the indemnifying Person party's forfeiture of substantive rights or defenses or the indemnifying party is otherwise irrevocably prejudiced in defending such proceeding. In case any Claim with respect such action, claim or other proceeding shall be brought against any indemnified party for which indemnification is claimed pursuant to which Section 7.1, and it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict shall notify the Company of interest between such indemnified and indemnifying Persons may exist with respect to such Claimthe commencement thereof, the indemnifying Person Company shall have be entitled to assume the absolute right, in defense thereof at its sole discretion and own expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the Company; provided, that any such indemnified Person. The indemnified Person shall have the right, but not the obligation, to participateparty may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the defense thereof through counsel of its own choice foregoing, in any action, claim or proceeding in which both the Company, on the one hand, and an indemnified party, on the other hand, is, or is reasonably likely to become, a party, such indemnified party shall have the rightright to employ separate counsel at the Company's expense and to control its own defense of such action, but not claim or proceeding if, (a) the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects Company has failed to assume the defense and employ counsel as provided herein, (b) the Company has agreed in writing to pay such fees and expenses of separate counsel or (c) in the reasonable opinion of counsel to such Claimindemnified party, a conflict or likely conflict exists between the indemnifying Person Company, on the one hand, and such indemnified party, on the other hand, that would make such separate representation advisable, provided, however, that the Company shall not in any event be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated required to pay the fees and expenses of more than one separate counsel for all Persons indemnified (and if deemed necessary by such indemnifying Person with respect separate counsel, appropriate local counsel who shall report to such Claimseparate counsel). The Company agrees that it will not, unless in without the reasonable judgment prior written consent of an indemnified party, settle, compromise or consent to the entry of any indemnified Person a conflict of interest may exist between judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if such indemnified Person and any other party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of such indemnified Persons with respect to party from all liability arising or that may arise out of such Claimclaim, action or proceeding. The indemnified Persons shall, and Company shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available not be liable for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense any settlement of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim action or right proceeding effected against an indemnified party without the prior written consent of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the sameCompany. The indemnifying Person rights accorded to indemnified parties hereunder shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect in addition to any Loss paid rights that any indemnified party may have at common law, by the indemnifying Person under this Sectionseparate agreement or otherwise.

Procedures. Any Person Promptly after receipt by an indemnified party under this Section 7 of notice of the threat or commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, promptly notify the indemnifying party in writing thereof, but the omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 7 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to indemnification hereunder participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall (i) give prompt written notice have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified and parties that are different from or additional to those available to the indemnifying Persons may exist with respect to such Claimparty, the indemnifying Person indemnified party or parties shall have the absolute right, in its sole discretion right to select separate counsel to assume such legal defenses and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, participate in the defense thereof through counsel of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects election to assume the defense of such Claimaction and approval by the indemnified party of counsel, the indemnifying Person party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (a) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be subject liable for the expenses of more than one separate counsel, reasonably satisfactory to any liability for any settlement made by such indemnifying party, representing all of the indemnified Person without its consent parties who are parties to such action) or (but b) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld or delayed). An No indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons party shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, without the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights prior written consent of the indemnified Person as against party, effect any other Persons with settlement of any pending or threatened proceeding in respect to of which any Loss paid indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the indemnifying Person under this Sectionsubject matter of such proceeding.

Procedures. Any Person Each party entitled to indemnification hereunder under this Section 5 (the "INDEMNIFIED PARTY") shall (i) give prompt written notice to the indemnifying Person party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any Claim with respect claim as to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons indemnity may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice be sought and shall have permit the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects Indemnifying Party to assume the defense of any such Claim, claim or any litigation resulting therefrom provided that counsel for the indemnifying Person Indemnifying Party who shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume conduct the defense of a Claim such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be obligated withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnified Party is prejudiced thereby. Each Indemnified Party, at the Indemnifying Party's cost, shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. An Indemnified Party shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding, provided that in no event shall the Indemnifying Party be required to pay the fees and expenses of more than one such separate counsel for all Persons indemnified by Indemnified Parties. The Indemnifying Party may settle any such indemnifying Person with respect to such Claimclaim without the prior written consent of the Indemnified Party, unless in but only if the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other Indemnifying Party pays all amounts arising out of such indemnified Persons settlement concurrently with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights effectiveness of the indemnified Person settlement and obtains, as against any other Persons with respect a condition to any Loss paid by the indemnifying Person under this Sectionsettlement or other resolution, a complete release of such Indemnified Party.

Procedures. Any Promptly after receipt by any Purchaser Party (the “Indemnified Person”) of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any Proceeding in respect of which indemnity may be sought pursuant to this Section 4.11, such Indemnified Person entitled shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to indemnification such Indemnified Person, and shall assume the payment of all fees and expenses relating to such Proceeding; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder shall (i) give prompt written notice except to the indemnifying Person extent that the Company is actually and materially prejudiced in the defense of such Proceeding by such failure to notify. Notwithstanding the foregoing, in any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such ClaimProceeding, the indemnifying any Indemnified Person shall have the absolute right, in its sole discretion and expense, right to elect to defend, contest or otherwise protect against any such Claim with legal counsel of retain its own selectioncounsel, reasonably satisfactory to but the indemnified fees and expenses of such counsel shall be at the expense of such Indemnified Person. The indemnified ; provided, that such fees and expenses shall be paid by the Company if (i) the Company and the Indemnified Person shall have mutually agreed to the rightretention of such counsel, but not (ii) the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and Company shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects failed promptly to assume the defense of such ClaimProceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such Proceeding or (iii) in the reasonable judgment of counsel to such Indemnified Person, representation of both parties by the indemnifying Person same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not be subject to any liability liable for (i) any settlement made by an Indemnified Person of any Proceeding effected without the indemnified Person without its Company’s prior written consent (but such which consent shall not be unreasonably withheld withheld, delayed or delayed)conditioned) or (ii) fees or costs incurred pursuant to this Section 4.11 to the extent such fees or costs are attributable to the Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by Purchaser in this Agreement or the other Transaction Documents. An indemnifying Without the prior written consent of the Indemnified Person who is not entitled to, or elects not to, assume the defense of a Claim (which consent shall not be obligated to pay unreasonably withheld, delayed or conditioned), the fees Company shall not effect any settlement of any pending or threatened Proceeding in respect of which any Indemnified Person is or could have been a party and expenses of more than one counsel for all Persons indemnified indemnity could have been sought hereunder by such indemnifying Person with respect to such ClaimIndemnified Person, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other settlement includes an unconditional release of such indemnified Persons with respect to Indemnified Person from all liability arising out of such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this SectionProceeding.

Procedures. Any Person Promptly after receipt by an Indemnified Party under Section 8.1 of written notice of any damage, loss or expense in respect of which indemnity may be sought hereunder by it, such Indemnified Party will, if a claim is to be made against the Transferor, notify the Transferor thereof in writing; but the omission so to notify the Transferor will not relieve the Transferor from any liability (otherwise than under this Section 8.1) which it may have to any Indemnified Party except as may be required or provided otherwise than under this Section 8.1. Thereafter, the Indemnified Party and the Transferor shall consult, to the extent appropriate, with a view to minimizing the cost to the Transferor of its obligations hereunder. In case any Indemnified Party receives written notice of any damage, loss or expense in respect of which indemnity may be sought hereunder by it and it notifies the Transferor thereof, the Transferor will be entitled to indemnification hereunder shall (i) give prompt participate therein, and to the extent that it may elect by written notice delivered to the indemnifying Person of any Claim Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, to assume the defense thereof, with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect counsel reasonably satisfactory at all times to such ClaimIndemnified Party; PROVIDED, HOWEVER, that if the parties against which any damage, loss or expense arises include both the Indemnified Party and the Transferor and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Transferor and may conflict therewith, the indemnifying Person Indemnified Party or Parties shall have the absolute right, in its sole discretion right to select one separate counsel for such Indemnified Party or Parties to assume such legal defenses and expense, otherwise to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, participate in the defense thereof through counsel of such damage, loss or expenses on behalf of such Indemnified Party or Parties. Upon receipt of notice from the Transferor to such Indemnified Party of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects election to assume the defense of such Claimdamage, loss or expense and approval by the Indemnified Party of counsel, the indemnifying Person Transferor shall not be subject liable to any liability such Indemnified Party under this Section 8.1 for any settlement made legal or other expenses subsequently incurred by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume Indemnified Party in connection with the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, thereof unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) the Indemnified Party shall have employed such counsel in its defense connection with assumption of any Claim; and legal defenses in accordance with the proviso to the next preceding sentence, (ii) its prosecution under the last sentence Transferor shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of this Section 8.3 commencement of any related claim, cross-complaint, counterclaim the action or right of subrogation. In (iii) the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person Transferor shall have authorized the right, but not employment of counsel for the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against Indemnified Party at the same. The indemnifying Person shall be subrogated to the claims or rights expense of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this SectionTransferor.

Procedures. The parties hereto shall not be deemed to have agreed to determination of any dispute arising out of this Lease by arbitration unless determination in such manner shall have been specifically and unequivocally provided for in this Lease. Any Person arbitration applicable under this Lease shall be final and binding on the parties and shall be conducted in accordance with the rules of the American Arbitration Association then pertaining, in the City; provided, however, that it shall be conducted by a sole arbitrator, sitting on successive days, who shall determine the allocation of costs of such arbitration proceeding. The prevailing party shall also be entitled to indemnification hereunder shall (i) give prompt written notice to interest on the indemnifying Person amount of the award, if any, at the Default Rate. Landlord and Tenant shall, during the pendency of any Claim such arbitration proceeding, continue to perform their obligations hereunder (without prejudice to their respective positions), including without limitation, with respect to Tenant, the timely payment of all items of Fixed Rent and Additional Rent. Any arbitrator acting under this Section 25.01 in connection with any matter shall (a) be experienced in the field to which it seeks indemnification; the dispute relates, (b) have been actively engaged in such field for a period of at least ten (10) years before the date of his or her appointment as arbitrator hereunder, (c) be sworn fairly and impartially to perform his or her respective duties as an arbitrator, (d) not be an employee or past employee of Landlord or Tenant or of any affiliate of Tenant or of Landlord and (iie) never have represented or been retained for any reason whatsoever by Landlord or Tenant or any affiliate of Tenant or of Landlord (unless both Landlord and Tenant waive the requirement set forth in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, this clause (e) in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may havewriting). If the indemnifying Person elects parties are unable to assume agree on the defense sole arbitrator within ten (10) Business Days after submission of a dispute to arbitration, then each party shall, within five (5) Business Days after expiration of such Claimten (10) Business Day period, select an arbitrator satisfying the indemnifying Person foregoing requirements and the two selected arbitrators shall not be subject to any liability for any settlement made by jointly select the indemnified Person without its consent sole arbitrator within five (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim5) Business Days after their appointment. The indemnified Persons shall, obligations of Landlord and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution Tenant under the last sentence provisions of this Section 8.3 of any related claim, cross-complaint, counterclaim Article 25 shall survive the expiration or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights earlier termination of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this SectionTerm.

Procedures. Any Person entitled The Company hereby agrees to indemnification hereunder shall deliver to the Voting Representatives a written notice (“Election Notice”) at least fourteen (14) days prior to (i) give prompt written sending notice to the indemnifying Person shareholders of the Company of any Claim with respect annual, special or other meeting of shareholders of the Company at which directors are to which it seeks indemnification; be elected (including the filling of any vacancy on the Board) and (ii) the delivery of any written consent to any shareholder of the Company to be utilized for the election of directors (including filling any vacancy on the Board), unless the Election Notice is waived by such Voting Representatives. The Election Notice, unless so waived, shall state the time, place and date of any such shareholders meeting and the date notice of such shareholders meeting will be sent to the shareholders of the Company (the “Meeting Notice Date”) or the first date on which such written consent is to be delivered to any shareholder of the Company (the “Consent Delivery Date”). At least two (2) days prior to the Meeting Notice Date or the Consent Delivery Date, as the case may be, the Voting Representative for each Eligible Designated Holder Group that is entitled to designate a director to fill a position on the Board to be filled at any such shareholders meeting or pursuant to such written consent shall designate in writing to the Company and the other Voting Representatives the designee of such Eligible Designated Holder Group who is its nominee to fill such position, and the Voting Representatives of all Eligible Designated Holder Groups shall designate in writing to the Company the Independent Director Designees they have selected to fill the positions on the Board to be filled by Independent Directors at any such shareholders meeting or pursuant to such written consent. If any such designation of a designee of an Eligible Designated Holder Group is not so received by the Company by such time, the position on the Board to be filled by the designee of such Eligible Designated Holder Group shall remain vacant until such position is filled by a designee of such Eligible Designated Holder Group. If any such designation of an Independent Director Designee is not so received by the Company by such time, the position on the Board to be filled by such Independent Director Designee shall remain vacant until such position is filled by an Independent Director Designee. With respect to all such designations timely received by the Company, the Company shall include in the notice of such shareholders meeting or in such indemnified Person's reasonable judgment a conflict written consent the name of interest between each such indemnified designee and indemnifying Persons may exist with respect to the name of the Eligible Designated Holder Group that designated such Claimdesignee and identifying each Independent Director Designee. For so long as the Seller Designated Director Designee meets the Seller Designated Director Qualifications and has not been removed for Cause, the indemnifying Person Company shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, include in the defense thereof through counsel notice of its own choice and shall have any shareholders meeting or in any written consent pursuant to which the right, but not position on the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made Board held by the indemnified Person without its consent (but such consent shall not Seller Designated Director Designee is to be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume filled the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights name of the indemnified Person Seller Designated Director Designee as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionnominee for such position.

Procedures. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person Borrower shall have the right, but not the any obligation, to participateoffer an Incremental Facility to any existing Lender (in the case of any Supplemental Revolving Credit Commitments, at its own expenseany Affiliated Lender) or any other bank or financial institution that is an Eligible Assignee (any such bank or other financial institution, an “Additional Lender”); provided that any Lender or Additional Lender approached to provide all or a portion of any Incremental Facility may elect or decline, in the defense thereof through counsel of its own choice and shall have the right, but not the obligationsole discretion, to assert any and provide all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense a portion of such ClaimIncremental Facility; provided, further, that (x) if such Additional Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, the indemnifying Person shall not be subject to consent of the Administrative Agent and (in the case of Supplemental Revolving Credit Commitments) the consent of any liability for any settlement made by the indemnified Person without its consent Issuer (but in each case, such consent shall not to be unreasonably withheld or delayed) shall be required and (y) that such Lender or Additional Lender executes a Joinder Agreement in the form attached hereto as Exhibit V (a “Joinder Agreement”) pursuant to which such Additional Lender agrees to be bound by the terms of this Agreement as a Lender. Borrower may agree to accept a lesser amount of any Incremental Facility than originally requested. On the effective date provided for in any agreement providing for an Incremental Facility (each, an “Incremental Facility Effective Date”), the Incremental Facility will be made available to Borrower in the amount committed to by each Lender or Additional Lender as of the Incremental Facility Effective Date in accordance with clause (c) below. The Borrower shall have the right to allocate such commitments on whatever basis Borrower determines is appropriate. Loans and commitments made pursuant to Incremental Facilities (“Incremental Term Loans” and “Incremental Revolving Credit Commitments”, as applicable) shall become Term Loans or Revolving Credit Commitments, as applicable, under this Agreement pursuant to an amendment to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, Borrower, each Lender agreeing to provide such Incremental Facility, if any, each Additional Lender, if any, and the Administrative Agent (an “Incremental Amendment”). An indemnifying Person who is Notwithstanding anything to the contrary in Section 11.1, any such Incremental Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents (i) as may be necessary or appropriate, in the opinion of the Borrower and Administrative Agent, to effect the provisions of this Section 2.21 and/or (ii) so long as such amendments are not entitled toadverse to the Lenders, such other changes as may be necessary or elects not toappropriate, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment opinion of the Administrative Agent and the Borrower, to maintain the fungibility of any indemnified Person a conflict such Incremental Term Loans with any tranche of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionthen outstanding Term Loans.

Procedures. Any Person entitled If any proceedings are instituted or any claim or demand is asserted by any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification hereunder pursuant to this Section 10, the indemnified party shall (i) give prompt promptly cause written notice (the "Notice") of the assertion of any such claim or demand to be made to the indemnifying Person party; provided, however, that the failure of any Claim with respect the indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which it seeks indemnification; and (ii) unless in such the indemnifying party is obligated to be greater than they would have been had the indemnified Person's reasonable judgment a conflict of interest between such indemnified and party given the indemnifying Persons may exist with respect to such Claimparty prompt Notice hereunder. Except as otherwise provided herein, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person party shall have the right, but not the obligationat its option and expense, to participatedefend against, at its own expensenegotiate, in the defense thereof through counsel of its own choice or settle any such claim or demand, and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If if the indemnifying Person elects to assume the defense of such Claimparty exercises that option, the indemnifying Person party shall not be subject to any liability liable for any settlement made the fees and expenses incurred after the date the indemnifying party notifies the indemnified party of such exercise by a counsel employed by the indemnified Person party. An indemnifying party may not settle any such claim or demand without its the written consent (but such which consent shall not be unreasonably withheld withheld, conditioned or delayed) of the indemnified party unless such settlement requires no more than a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. An indemnifying party shall not be liable for any settlement of any such claim or demand effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event that the indemnifying Person fails timely party shall fail to defendrespond within ten (10) days after the giving of the Notice, contest then the indemnified party may retain counsel and conduct the defense thereof as it may, in its sole discretion, deem proper, at the sole cost and expense of the indemnifying party. The parties agree to co-operate fully with each other in connection with the defense, negotiation or otherwise protect against settlement of any such Claimlegal proceeding, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims claim or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectiondemand.

Procedures. Any Person entitled If any claim, demand, action or proceeding by any third party (including any investigation by any Governmental Authority) (each a "Claim") shall be brought or alleged against an indemnified party in respect of which indemnity is to indemnification hereunder shall (i) give prompt written be sought against an indemnifying party pursuant to Section 8.1 or Section 8.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such Claim notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 8.1 or Section 8.2 unless, and only to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claimextent that, the indemnifying Person shall have party is actually prejudiced by such 37 omission. In case any such Claim is brought against an indemnified party, and it notifies the absolute rightindemnifying party of the commencement thereof in accordance with this Section 8.3, in its the indemnifying party will be entitled, at the indemnifying party's sole discretion cost and expense, to elect to defendparticipate therein and, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims extent that it may have. If the indemnifying Person elects wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VIII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof and except as provided below. In any such Claim, an indemnified party shall have the right to retain its own counsel, but the reasonable and documented fees and expenses of such counsel shall be at the sole cost and expense of such indemnified party unless (a) the indemnifying Person party and the indemnified party shall not be subject have mutually agreed to the retention of such counsel or (b) the named parties to any liability for such Claim (including any settlement made 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 conflicts of interests between them based on the advice of counsel to the indemnified Person without its consent (but such consent party. It is agreed that the indemnifying party shall not not, in connection with any Claim or related proceedings in the same jurisdiction, be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume liable for the defense of a Claim shall not be obligated to pay the reasonable and documented fees and expenses of more than one separate law firm (in addition to one local counsel where necessary) for all Persons such indemnified by parties. The indemnifying party shall not be liable in respect of any settlement of any Claim effected without its written consent. The indemnifying party shall not settle any Claim in respect of which indemnity has been sought without the indemnified party's written consent (such indemnifying Person with respect consent not to be unreasonably withheld), unless such settlement (i) includes an unconditional full and general written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability related to such Claim, unless in the reasonable judgment (ii) does not require an admission of any indemnified Person a conflict of interest may exist between such indemnified Person and any other fault by or on behalf of such indemnified Persons party and (iii) provides for the payment by the indemnifying party of money as sole relief (if any) for the claimant and does not impose any material obligation or restriction on such indemnified party. Notwithstanding the foregoing, to the extent the procedures in this Section 8.3 cannot be complied with respect because they would conflict with the procedures required to such Claim. The indemnified Persons shallbe followed under Section 12.2 of the Original Asset Purchase Agreement, and the parties shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, good faith to determine procedures that fulfill to the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under greatest extent possible the last sentence purposes of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In while complying with the event the indemnifying Person fails timely procedures required to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights followed with under Section 12.2 of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this SectionOriginal Asset Purchase Agreement.

Procedures. Any Person entitled Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to indemnification hereunder be made against any indemnifying party under this Section 9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; PROVIDED, HOWEVER, that an indemnified party (itogether with all other indemnified parties which may be represented without conflict by one counsel) give prompt shall have the right to retain one separate counsel (plus appropriate local counsel), with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying Person party within a reasonable time of the commencement of any Claim with such action, if prejudicial in any material respect to which it seeks indemnification; and (ii) unless in its ability to defend such indemnified Person's reasonable judgment a conflict action, shall to the extent prejudicial relieve such indemnifying party of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory liability to the indemnified Person. The indemnified Person shall have the rightparty under this Section 9, but the omission so to deliver written notice to the indemnifying party will not the obligation, to participate, at its own expense, in the defense thereof through counsel relieve it of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims liability that it may havehave to any indemnified party otherwise than under this Section 9. If No indemnifying party shall consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnifying Person elects to assume the defense party of a release from all liability in respect of such Claim, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionaction.

Procedures. Any Person entitled If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against a Lender Indemnified Party in respect of which indemnity is to indemnification hereunder shall (i) give prompt written be sought against an indemnifying party pursuant to Section 6.1, the Lender Indemnified Party shall, promptly after receipt of notice to of the commencement of any such claim, demand, action or proceeding, notify the indemnifying Person party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any Claim with respect liability that it may have to which any Lender Indemnified Party under Section 6.1. In case any such action is brought against a Lender Indemnified Party (other than the Agent and its Related Parties) and it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict notifies the indemnifying party of interest between such indemnified and indemnifying Persons may exist with respect to such Claimthe commencement thereof, the indemnifying Person shall have party will be entitled, at the absolute right, in its indemnifying party’s sole discretion cost and expense, to elect to defendparticipate therein and, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims extent that it may have. If the indemnifying Person elects wish, to assume the defense thereof, with counsel reasonably satisfactory to such Lender Indemnified Party (who shall not, except with the consent of the Lender Indemnified Party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such ClaimLender Indemnified Party of its election so to assume the defense thereof, the indemnifying Person shall party will not be subject liable to any liability such Lender Indemnified Party under this Article VI for any settlement made legal or other expenses subsequently incurred by such Lender Indemnified Party in connection with the indemnified Person without defense thereof other than reasonable costs of investigation. In any such proceeding, a Lender Indemnified Party shall have the right to retain its consent own counsel, but (but in the case of a Lender Indemnified Party other than the Agent and its Related Parties) the reasonable fees and expenses of such consent counsel shall not be unreasonably withheld or delayed). An at the expense of such Lender Indemnified Party unless (a) the indemnifying Person who is not entitled toparty and the Lender Indemnified Party shall have mutually agreed to the retention of such counsel, or elects not to, assume (b) the indemnifying party has assumed the defense of such proceeding and has failed within a Claim reasonable time to retain counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the Lender Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them. It is agreed that the indemnifying party shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be obligated to pay liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment each of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in the Agent and its defense of any Claim; Related Parties and (ii) its prosecution under the last sentence of this Section 8.3 all other Lender Indemnified Parties. The indemnifying party shall not be liable for any settlement of any related claimproceeding effected by a Lender Indemnified Party (other than the Agent and its Related Parties) without its written consent, cross-complaintbut, counterclaim if settled with such consent or right of subrogation. In if there be a final judgment for the event plaintiff, the indemnifying Person fails timely party agrees to defend, contest or otherwise protect indemnify such Lender Indemnified Party from and against any Loss by reason of such Claim, the indemnified Person settlement or judgment. The indemnifying party shall have the right, but not upon written notice to the obligationLender Indemnified Party, to defendsettle, contestcompromise or discharge any claim or pending or threatened proceeding in respect of which any Lender Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Lender Indemnified Party; provided, assert cross-claims or counterclaims or otherwise protect against however, that no indemnifying party shall, without the same. The indemnifying Person shall be subrogated to the claims or rights prior written consent of the indemnified Person Lender Indemnified Party, effect any such settlement, compromise or discharge unless such settlement, compromise or discharge, as against the case may be, (i) includes an unconditional written release of such Lender Indemnified Party from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any other Persons with respect statement as to an admission of fault, culpability or failure to act by or on behalf of any Loss paid by the indemnifying Person under this SectionLender Indemnified Party and (iii) does not impose any continuing material obligation or restrictions on any Lender Indemnified Party.

Procedures. Any (a) Promptly after a Person entitled to indemnification hereunder (the “Indemnified Party”) has received notice or has actual Knowledge of any claim or the commencement of any Action for which such party may be entitled to indemnification under this ARTICLE 10 (a “Claim”), the Indemnified Party shall, if it or they believe that such claim or Action is indemnifiable, give the party required to provide indemnification hereunder (the “Indemnifying Party”), written notice of such claim or the commencement of such Action and describe the claim or Action in reasonable detail (the “Claims Notice”). Such notice shall state the nature and basis of such claim or Action and the amount in dispute under such claim or Action, if known at such time. The Indemnified Party delivering a Claims Notice may, but shall not be required to, specify in such Claims Notice a dollar amount of Damages alleged with respect to the subject claim or Action (isuch amount, the “Specified Damages”). In each such case, the Indemnified Party agrees to give such notice to the Indemnifying Party reasonably promptly following its receipt of notice or other knowledge of any such claim or Action; provided that the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify except to the extent the Indemnifying Party has been damaged or prejudiced by reason of the Indemnified Party’s failure to give or delay in giving such notice. Promptly following the request of the Indemnifying Party, the Indemnified Party shall provide the Indemnifying Party with all relevant information in its or its Affiliates possession relating to the matters referred to in the Claims Notice. The Indemnifying Party shall respond to the Indemnified Party (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Claims Notice is sent by the Indemnified Party. Any Claim Response must specify whether or not the Indemnifying Party disputes the Claim described in the Claims Notice (or, in the case of a Third Party Claim, that the Indemnified Party reserves its rights pending resolution of such Third Party Claim). If the Indemnifying Party fails to give prompt a Claim Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Claim described in the related Claims Notice. If the Indemnifying Party elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or by written notice to the indemnifying Person Indemnified Party, then the amount of any Claim with respect to which it seeks indemnification; and (ii) unless Specified Damages set forth in such indemnified Person's reasonable judgment Claims Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall pay (or, if the Indemnifying Party is a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such ClaimSecurityholder, upon Buyer’s request, the indemnifying Person Securityholder Representative shall have cause to be paid from the absolute rightEscrow Account by delivering a written instruction to the Escrow Agent instructing the Escrow Agent to pay Buyer from the Escrow Account), in its sole discretion and expensecash, to elect to defend, contest or otherwise protect against any such Claim with legal counsel the Indemnified Party within fifteen (15) days after the last day of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have applicable Response Period the right, but not the obligation, to participate, at its own expense, amount of Specified Damages set forth in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may haveClaims Notice. If the indemnifying Person elects Indemnifying Party delivers a Claim Response not relating to assume a Third Party Claim within the defense Response Period indicating that it disputes one or more of such Claimthe matters identified in the Claims Notice, the indemnifying Person Indemnifying Party and the Indemnified Party shall not be subject promptly meet and act in good faith to any liability for any settlement made by settle the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated dispute before otherwise seeking to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause enforce their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or respective rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this SectionARTICLE 10.

Procedures. Any Person entitled Promptly after receipt by an indemnified party under this Section 8(g) of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to indemnification hereunder be made against any indemnifying party under this Section 8(g), deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (itogether with all other indemnified parties which may be represented without conflict by one counsel) give prompt shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying Person party within a reasonable time of the commencement of any Claim with respect such action, if materially prejudicial to which it seeks indemnification; and (ii) unless in its ability to defend such indemnified Person's reasonable judgment a conflict action, shall relieve such indemnifying party of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory liability to the indemnified Person. The indemnified Person shall have the rightparty under this Section 8(g), but the omission so to deliver written notice to the indemnifying party will not the obligation, relieve it of any liability that it may have to participate, at its own expenseany indemnified party otherwise than under this Section 8(g). No indemnifying party, in the defense thereof through counsel of its own choice and shall have any such claim or litigation, shall, except with the rightconsent of each indemnified party, but not the obligation, consent to assert entry of any and all cross-claims judgment or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim, the indemnifying Person shall not be subject to any liability for enter into any settlement made which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense party of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for release from all Persons indemnified by such indemnifying Person with liability in respect to such Claim, unless claim or litigation. The indemnity agreements contained in the reasonable judgment this Section 8(g) shall not apply to amounts paid in settlement of any indemnified Person a conflict loss, claim, damage, liability or action if such settlement is effected without the consent of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claimparty, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely such consent not to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionunreasonably withheld.

Procedures. Any Person A party (the "indemnitee") that intends to claim indemnification under this clause 6 shall notify the other party (the "indemnitor") promptly in writing of any action, claim or liability in respect of which the indemnitee believes it is entitled to indemnification hereunder shall (i) claim indemnification, provided that the failure to give prompt written timely notice to the indemnifying Person of indemnitor shall not release the indemnitor from any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory liability to the indemnified Personindemnitee except to the extent the indemnitor is prejudiced thereby. The indemnified Person indemnitor shall have the right, but not by notice to the obligationindemnitee, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of any such Claimaction or claim within the fifteen (15) day period after the indemnitor's receipt of notice of any action or claim with counsel of the indemnitor's choice and at the sole cost of the indemnitor. If the indemnitor so assumes such defense, the indemnifying Person indemnitee may participate therein through counsel of its choice, but at the sole cost of the indemnitee; PROVIDED, HOWEVER, that the indemnitor shall not be subject obligated to any liability for any settlement made pay fees and expenses of such indemnitee's counsel if representation of the indemnitee by the indemnified Person without its counsel retained by the indemnitor would be inappropriate due to actual or potential differing interests between the indemnitee and any other party represented by such counsel in the investigation and defense of any such action, claim or liability. The party not assuming the defense of any such claim shall render all reasonable assistance to the party assuming such defense, and all reasonable out-of-pocket costs of such assistance shall be for the account of the indemnitor. No such claim shall be settled other than by the party defending the same, and then only with the consent (but such consent of the other party which shall not be unreasonably withheld withheld; provided that the indemnitee shall have no obligation to consent to any settlement of any such action or delayed). An indemnifying Person who is not entitled to, claim which imposes on the indemnitee any liability or elects not to, assume the defense of a Claim shall obligation which cannot be obligated assumed and performed in full by the indemnitor, and the indemnitee shall have no right to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect withhold its consent to such Claim, unless in the reasonable judgment any settlement of any indemnified Person a conflict such action or claim if the settlement involves only the payment of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid money by the indemnifying Person under this Sectionindemnitor or its insurer.

Procedures. Any Person Promptly after receipt by an indemnified party under this Section 5 of notice of the threat or commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 5 promptly notify the indemnifying party in writing thereof, but the omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 5 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to indemnification hereunder participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party, and the indemnifying party and the indemnified party shall (i) give prompt written notice have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified and parties that are different from or additional to those available to the indemnifying Persons may exist with respect to such Claimparty, the indemnifying Person indemnified party or parties shall have the absolute right, in its sole discretion right to select separate counsel to assume such legal defenses and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, participate in the defense thereof through counsel of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects election to assume the defense of such Claimaction and approval by the indemnified party of counsel, the indemnifying Person party will not be liable to such indemnified party under this Section 5 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be subject liable for the expenses of more than one separate counsel, reasonably satisfactory to any liability such indemnifying party, representing all of the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. The indemnifying party shall not be liable for any settlement made by the indemnified Person of any action without its consent (but written consent. In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld withheld. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or delayed). An indemnifying Person who threatened proceeding in respect of which any indemnified party is not entitled to, or elects not to, assume the defense of could have been a Claim shall not be obligated to pay the fees party and expenses of more than one counsel for all Persons indemnified indemnification could have been sought hereunder by such indemnifying Person with respect to indemnified party unless such Claim, unless in settlement provides for the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other unconditional release of such indemnified Persons with respect to party from all liability on claims that are the subject matter of such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Sectionproceeding.