Common use of Procedures Clause in Contracts

Procedures. The party seeking indemnification under this Section 6 (an “Indemnified Party”) shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party.

Procedures. The party seeking indemnification Promptly after receipt by an Indemnified Party under this Section 6 (an “Indemnified Party”) shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) 8.1 of written notice of any matter for which such Indemnified Party is seeking indemnificationdamage, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement loss or expense in respect of which indemnity may be sought hereunder by it, such right of indemnification Indemnified Party will, if a claim is claimed or arises. The obligations of an Indemnifying Party 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 6 with respect 8.1) which it may have to Damages arising from any claims of any third party which are subject to the indemnification Indemnified Party except as may be required or provided for in otherwise than under this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim8.1. Thereafter, the Indemnified Party and the Transferor shall give consult, to the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary extent appropriate, with a view to allow for a timely response and in any event within 30 days of minimizing the receipt by cost to the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any Transferor of its obligations under this Section 6 except 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 participate therein, and to the extent the Indemnifying Party is materially prejudiced that it may elect by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives written notice of its intention to do so delivered to the Indemnified Party within 30 days of promptly after receiving the receipt of such aforesaid notice from such Indemnified Party, to assume the defense thereof, with counsel reasonably satisfactory at all times to such Indemnified Party; provided, however, that if there exists the parties against which any damage, loss or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent expense arises include both the Indemnified Party and the Indemnifying Party, then Transferor and the Indemnified Party shall have reasonably concluded that there may be entitled legal defenses available to retain it or other Indemnified Parties which are different from or additional to those available to the Transferor and may conflict therewith, the Indemnified Party or Parties shall have the right to select one separate counsel for such Indemnified Party or Parties to assume such legal defenses and otherwise to participate in the defense 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 election to assume the defense of such damage, loss or expense and approval by the Indemnified Party of counsel, the Transferor shall not be liable to such Indemnified Party under this Section 8.1 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 assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the 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 commencement of the action or (iii) the Transferor shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying PartyTransferor.

Procedures. The party Promptly after receipt by the Party seeking indemnification under of notice of the assertion by any third party of a Claim that may give rise to an Indemnifiable Loss or otherwise relates to the matters contemplated by this Section 6 3.2, or the commencement of any action or proceeding with respect thereto (an a “Indemnified PartyClaim”), such Party (and all Persons related to such Party that may be entitled to indemnification pursuant to Section 3.2(a)(i) or 3.2(a)(ii), as the case may be, the “Indemnitee”) shall give each party from whom indemnification is being sought notify the other Party (each, an the “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating in writing thereof; provided that the amount of the Damages, if known, and method of computation thereof, and containing a reference omission to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give so notify the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release relieve the Indemnifying Party from any of its obligations under this Section 6 liability which it may have to the Indemnitee, except to the extent and only to the extent that the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnitee’s failure to give such failurenotice. The In case any Claim shall be brought against the Indemnitee, the Indemnifying Party shall be entitled to participate in or to assume and control undertake the defense of such Third Party Claim at its expense and through thereof with counsel reasonably satisfactory to the Indemnitee after notice to the Indemnitee of its choice if it gives notice of its intention to do election so to assume and undertake the Indemnified defense thereof. The Indemnifying Party within 30 days shall not be liable to the Indemnitee under this Section 3.2 for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation; provided that (i) if the Indemnifying Party has failed to assume the defense and employ counsel or (ii) if the defendants in any such Claim include both the Indemnifying Party and the Indemnitee and the Indemnitee shall have reasonably concluded that there may be defenses available to it that are different from or additional to those available to the Indemnifying Party or if the Indemnitee shall have reasonably concluded that the interests of the receipt Indemnitee reasonably may be deemed to conflict with the interests of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party Indemnitee shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action. The expenses and fees of such separate counsel and other expenses related to such participation shall be entitled to retain its own counsel, at the expense of reimbursed by the Indemnifying Party, ; provided that the Indemnified Indemnifying Party and will not be bound by any compromise or settlement effected without its consent (such counsel shall contest such Third Party Claims in good faithconsent not to be unreasonably withheld or delayed). In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party Indemnitee is, directly or indirectly, conducting the defense against of any such Third Party Claimaction under this Article III, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s its possession or under the Indemnifying Party’s its control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying PartyIndemnitee.

Procedures. (a) The party seeking terms of this Section 8.4 shall apply to any claim (a "Claim") ----- for indemnification under this the terms of Sections 8.2 or 8.3. The Section 6 (an “8.2 Indemnified Party”) shall give each party from whom indemnification is being sought Party or Section 8.3 Indemnified Party (each, an “"Indemnified ----------- Party"), as the case may be, shall give prompt written notice of such Claim to the indemnifying party (the "Indemnifying Party”") notice of any matter for under the applicable Section, ------------------ which such Indemnified Party is seeking indemnification, stating party may assume the amount of the Damages, if known, and method of computation defense thereof, and containing a reference provided, that any delay or failure to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give so notify the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release relieve the Indemnifying Party from any of its obligations under this Section 6 except hereunder only to the extent the Indemnifying Party extent, if at all, that it is materially prejudiced by reason of such delay or failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled have the right to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such approve any counsel shall contest such Third Party Claims in good faith. In the event selected by the Indemnifying Party exercises and to approve the right terms of any proposed settlement, such approvals not to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession be unreasonably delayed or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarlywithheld (unless, in the event the Indemnified Party iscase of approval of a proposed settlement, directly or indirectlysuch settlement provides only, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available as to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent payment of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith money damages actually paid by the Indemnifying Party or which is being defended by and a complete release of the Indemnified Party in respect of the claim in question). Notwithstanding any of the foregoing to the contrary, the provisions of this Article VIII shall not be construed so as provided above to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in this Section 6(b) violation of applicable law or that such liability may not be waived, modified or limited under applicable law, but shall be settled construed so as to effectuate the provisions of this Article VIII to the fullest extent permitted by the Indemnified Party without the written consent of the Indemnifying Partylaw.

Procedures. (a) The party seeking terms of this Section 9.3 shall apply to any claim (a "Claim") for indemnification under this Section 6 (an “the terms of Sections 9.1 and 9.2. The applicable AWS Indemnified Party”) shall give each party from whom indemnification is being sought Party or ACC Indemnified Party (each, an “"Indemnified Party") shall give prompt written notice of such Claim to the indemnifying party hereunder (the "Indemnifying Party”) notice "), which may assume the defense thereof, provided that any delay or failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of any matter for which such Indemnified Party is seeking indemnification, stating its obligations hereunder only to the amount of the Damagesextent, if knownat all, and method that it is prejudiced by reason of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed delay or arises. failure: The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of have the right to approve any Third Party Claim, the Indemnified Party shall give counsel selected by the Indemnifying Party notice (Friedman Kaplan Seiler & Adelman LLP and Edwards & Angell, LLP being xxxxxx axxxxxxbxx) xxd tx xxxxxve the texxx xx any xxxxxsed settlement (unless such settlement provides only, as to the Indemnified Party, the payment of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt money damages actually paid by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failureParty). The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so advance to the Indemnified Party within 30 days any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the receipt defense of any such notice from the Indemnified Party; provided, however, that if there exists action or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the proceeding. Each Indemnified Party shall be entitled agree in writing prior to retain its own counselany such advancement, at that in the expense of the Indemnifying Partyevent he or it receives any such advance, provided that the such Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event reimburse the Indemnifying Party exercises for such fees, costs, and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Article 9. The right accruing to an Indemnified Party under this Article 9 shall not exclude any other right to undertake which it or he may be lawfully entitled. Notwithstanding any such defense against any such Third Party Claim as provided aboveof the foregoing to the contrary, the provisions of this Article 9 shall not be construed so as to provide for the indemnification of any Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available for any liability to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available extent (but only to the Indemnified Partyextent) that such indemnification would be in violation of applicable law or such liability may not be waived, at modified, or limited under applicable law, but shall be construed so as to effectuate the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent provisions of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent this Article 9 to the entry of any judgment which does not include as an unconditional term thereof the delivery fullest extent permitted by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partylaw.

Procedures. The party seeking indemnification under this Section 6 In the event any demands or claims are asserted against a Party or any Actions or Proceedings are commenced against a Party (an such Party against which such are asserted or commenced being the “Indemnified Party”) shall give each party from whom indemnification is being sought for which the other Party (each, an the “Indemnifying Party”) notice of any matter for which such is obligated to indemnify the Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectivelyArticle 11, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the then Indemnified Party shall give the timely notice thereof to Indemnifying Party notice in order to permit Indemnifying Party the necessary time to evaluate the merits of such Third Party Claim within such time frame as demand, claim, Action or Proceeding and defend, settle or compromise the same so that Indemnifying Party’s interest is necessary to allow for a timely response and not materially prejudiced; and, in any the event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure fails to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The notice, Indemnifying Party shall be entitled have no liability whatsoever to assume indemnify and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the defend Indemnified Party within 30 days of the receipt of from such notice from the Indemnified Party; provideddemand, howeverclaim, that if there exists Action or is reasonably likely Proceeding pursuant to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party this Article 11 and the Indemnifying Party, then the Indemnified Party shall be entitled solely responsible for the defense thereof and any and all liability of Indemnified Party arising therefrom. Within 10 Business Days after such notice, Indemnifying Party shall assume defense thereof with counsel chosen by Indemnifying Party and reasonably acceptable to retain its own counselIndemnified Party. Indemnifying Party shall not be liable for any costs or expenses incurred by Indemnified Party in connection with any demand, at the expense of the claim, action, suit or proceeding for which Indemnifying PartyParty is obligated to indemnify Indemnified Party under this Article 11, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate have assumed the defense thereof in accordance with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying PartyArticle 11.

Procedures. The party seeking Promptly after receipt by a Person entitled to ---------- indemnification under this Section 6 subsection (a) or (b) (an “"Indemnified Party”") shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) of notice --------------------- of any matter for which pending or threatened claim against it (a "Claim"), such Indemnified Party is seeking indemnification, stating the amount shall give prompt written notice (including copies of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 all papers served with respect to Damages arising from any claims of any third party which are subject such claim) to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon party to whom the following additional terms and conditions: if an Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall receive initial notice describe in reasonable detail the nature of any the Third Party Claim, an estimate of the Indemnified Party shall give amount of damages attributable to the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response the extent feasible and in any event within 30 days the basis of the receipt by the Indemnified Party of such noticeParty's request for indemnification under this Agreement; provided, however, provided that the failure to provide such timely notice shall not release so notify the Indemnifying Party from shall not relieve -------- the Indemnifying Party of any of its obligations under this Section 6 liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is materially prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give -------------- notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such failurecounterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be entitled the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that -------- the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to assume and control the defense entry of such any judgment or enter into any settlement with respect to any Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (iif the Indemnified Party is entitled to indemnification hereunder) settle or compromise any shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim or consent within a reasonable period after receipt of written notice pursuant to the entry first sentence of any judgment which does not include as an unconditional term thereof this subparagraph (c), or if the delivery by Indemnifying Party assumes the claimant or plaintiff to defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a written release from all liability in respect final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not -------- settle such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the ------------ Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the ------------ Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section ------- 13.2 or of the Indemnifying Party's participation therein at the Indemnified ---- Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay --------------- or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. The party seeking indemnification under Any Person entitled to be indemnified hereunder for Indemnified Taxes, Indian JV Liabilities, Pre-Closing Workers’ Compensation Liabilities, FCC Indemnified Losses, NC Property Losses, Buyer Default Liabilities Indemnity, or any other indemnity obligations explicitly set forth in this Section 6 Agreement (an the “Indemnified Party”) when seeking such indemnification hereunder shall give each to the party from whom obligated to provide indemnification is being sought (each, an “Indemnifying Party”) notice of any matter for which to such Indemnified Party is seeking indemnification(the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, stating including claims for indemnification due to a pending or threatened Proceeding by a third Person (such pending or threatened Proceeding, a “Third Person Claim”), and shall include in such Claim Notice (to the extent practicable) the amount or the method of computation of the amount of the Damages, if knownsuch claim, and method of computation thereof, and containing a reference to the provisions provision of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such noticeAgreement; provided, however, that the failure to provide give such timely notice shall not release relieve the Indemnifying Party from any Indemnitor of its obligations under this Section 6 hereunder except to the extent the Indemnifying Party is materially it shall have been prejudiced or harmed by such failure. The Indemnifying After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled to assume and control under this Article IX shall be determined: (i) by the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both written agreement between the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled Indemnitor; (ii) by a final judgment of any court of competent jurisdiction; or (iii) by any other means to retain its own counsel, at the expense of the Indemnifying Party, provided that which the Indemnified Party and the Indemnitor shall agree. If the Indemnitor objects to all or any part of such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided aboveindemnification claim, the Indemnified Party shall cooperate with the Indemnifying Party in will be free to pursue such defense and make remedies as may be available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or it under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Partythis Agreement. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) court shall be settled by deemed final when the Indemnified Party without the written consent of the Indemnifying Partytime for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.

Procedures. The party seeking indemnification under this Section 6 Promptly after receipt by an Indemnified Party of knowledge that a Claim exists (an a “Indemnified PartyClaim Proceeding”) shall give each party from whom indemnification is being sought (each), an “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damageswill, if known, and method of computation thereof, and containing a reference claim is to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give made hereunder against the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response in respect thereof, promptly (and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release ten Business Days) notify the Indemnifying Party in writing of the commencement thereof; provided that (i) the omission so to notify the Indemnifying Party will not relieve it from any of its obligations under this Section 6 liability that it may have hereunder except to the extent the Indemnifying Party is it has been materially prejudiced by such failure. The failure and (ii) the omission so to notify the Indemnifying Party shall will not relieve it from any liability that it may have to an Indemnified Party otherwise than on account of this Section 5.04. In case any such Claim Proceedings are brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Party, to assume and control the defense of thereof, with counsel reasonably satisfactory to such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, provided that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate the defendants in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent any such Claim Proceedings include both the such Indemnified Party and the Indemnifying Party, then the Party and such Indemnified Party shall have reasonably concluded that there may be entitled legal defenses available to retain its own counsel, at the expense of the Indemnifying Party, provided it that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right are different from or additional to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make those available to the Indemnifying Party, at such Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Claim Proceedings on behalf of such Indemnified Party. Upon receipt of notice from the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Party to such Indemnified Party is, directly or indirectly, conducting of its election so to assume the defense against any of such Third Claim Proceedings and approval by such Indemnified Party Claimof counsel, the Indemnifying Party shall cooperate with the not be liable to such Indemnified Party for expenses incurred by such Indemnified Party in connection with the defense thereof (other than reasonable costs of investigation) unless (x) such defense and make available to Indemnified Party shall have employed separate counsel in connection with the Indemnified Partyassertion of legal defenses in accordance with the preceding sentence, at (y) the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent not have employed counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of commencement of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim Proceedings or (iiz) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by shall have authorized in writing the employment of counsel for such Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party.

Procedures. The party seeking indemnification under (a) For purposes of this Section 6 (an 6.3, the party entitled to indemnification shall be known as the “Indemnified Party”) ” and the party required to indemnify shall give each party from whom indemnification is being sought (each, an be known as the “Indemnifying Party”) notice of any matter for which such .” In the event that the Indemnifying Party shall be obligated to the Indemnified Party pursuant to this Article VI or in the event that a suit, action, investigation, claim or proceeding is seeking indemnificationbegun, stating made or instituted as a result of which the amount of the Damages, if known, and method of computation thereof, and containing a reference Indemnifying Party may become obligated to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Indemnified Party under this Section 6 Article VI, the Indemnified Party shall give prompt written notice to the Indemnifying Party of the occurrence of such event and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive) (the “Claim Notice”). The failure of the Indemnified Party to provide the Indemnifying Party with respect to Damages arising from any claims of any third party which are subject to timely notice will limit the indemnification provided for in this Section 6 collectivelyArticle VI, (“Third Party Claims”) shall be governed by only if, and contingent upon to the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claimextent that, the Indemnified Party shall give the Indemnifying Party notice incurs any out-of-pocket expense or otherwise has been materially prejudiced as a direct result of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failuredelay. The Indemnifying Party shall be entitled have 20 days from the delivery or receipt of the Claim Notice (the “Notice Period”) to assume and control notify the defense Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of such Third the Indemnifying Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of hereunder with respect to such claim or demand and (b) if the receipt of such notice claim is from the Indemnified Party; provideda third party, however, that if there exists whether or is reasonably likely not it desires to exist a conflict of interest that would make it inappropriate in the judgment of defend the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and against such counsel shall contest such Third Party Claims in good faithclaim or demand. In the event the Indemnifying Party exercises the right agrees to undertake any such defense defend, contest or otherwise protect against any such Third suit, action, investigation, claim or proceeding, the Indemnifying Party Claim as provided abovewill do so at its own cost and expense, and the Indemnified Party shall cooperate with have the Indemnifying right but not the obligation to participate at its own expense in the defense thereof by counsel of its own choice. The Indemnified Party in such defense and shall make available to the Indemnifying PartyParty all information reasonably available to such Indemnified Party relating to such claim or demand. In addition, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, and the Indemnifying Party shall cooperate with render to each other such assistance as may reasonably be requested in order to ensure the Indemnified Party proper and adequate defense of any such claim or demand. The party in such charge of the defense and make available shall keep the other party fully apprised at all times as to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent status of the Indemnified Party, (i) settle defense or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in settlement negotiations with respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partythereto.

Procedures. The party seeking indemnification under (a) If a Green Plains Entity acquires or constructs Subject Assets as described in Section 4.2(c)(ii), then not later than six (6) months after the consummation of the acquisition or the completion of construction by such Green Plains Entity of the applicable Subject Assets, as the case may be, the applicable Green Plains Entity shall notify the General Partner in writing of such acquisition or construction and shall offer the Partnership Group the opportunity to purchase such Subject Assets in accordance with this Section 6 4.3 (an such notification and offer, the “Indemnified PartyOffer”). The Offer shall set forth the terms proposed by such Green Plains Entity relating to the purchase of such Subject Assets (including a description of such Subject Assets and the purchase price for such Subject Assets) shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damagesand, if knownany Green Plains Entity desires to utilize such Subject Assets, the Offer will also include the terms on which the Partnership Group would provide services to, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed any minimum volume or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claimthroughput / tolling commitment of, the Indemnified Party shall give the Indemnifying Party notice of applicable Green Plains Entity to enable such Third Party Claim within Green Plains Entity to utilize such time frame Subject Assets. As soon as is necessary to allow for a timely response and practicable, but in any event within 30 forty-five (45) days of the after receipt by the Indemnified Party General Partner of such notice; provided, however, that written notification (the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above“Offer Evaluation Period”), the Indemnified Party General Partner shall cooperate with notify the Indemnifying Party applicable Green Plains Entity in such defense and make available to writing (the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, “Business Opportunity Response”) that either (i) settle the General Partner has elected not to cause a Group Member to purchase such Subject Assets, in which event (A) such Green Plains Entity shall be forever free to continue to own or compromise any Third operate such Subject Assets, (B) this Agreement shall be deemed automatically amended to include such Subject Assets as ROFO Assets subject to Article V hereof for the remainder of the ROFO Period, and (C) if the Green Plains Entity that owns such Subject Assets is not a Party Claim or consent to hereto, such Green Plains Entity shall execute a joinder agreement in the entry of any judgment which does not include form attached hereto as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim Exhibit A, or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified PartyGeneral Partner has elected to cause a Group Member to purchase such Subject Assets (an “Affirmative Election Response”). FinallyAny Affirmative Election Response shall set forth the terms and conditions (including, no Third Party Claim which is being defended in good faith without limitation, the purchase price such Group Member proposes to pay for such Subject Asset(s) (if different than the purchase price proposed by the Indemnifying Party or Green Plains Entity in the Offer) and the other terms, if any, on which the Partnership Group will provide services to any Green Plains Entity to enable such Green Plains Entity to utilize such Subject Assets), pursuant to which the applicable Group Member would be willing to enter into definitive binding agreement(s) for such Subject Assets. If no Business Opportunity Response is being defended delivered by the Indemnified Party as provided above General Partner on or before the last day of the Offer Evaluation Period, then the General Partner shall be deemed to have elected not to cause a Group Member to purchase such Subject Assets, and the provisions described in clauses (i)(A)-(C) of this Section 6(b4.3(a) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partyapply.

Procedures. The party seeking indemnification As promptly as reasonably practicable after receipt by an Indemnified Party under this Section 6 (an “Indemnified Party”) shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) 10 of notice of the commencement of any matter action for which such Indemnified Party is seeking indemnificationentitled to indemnification under this Section 10, stating the amount of the Damagessuch Indemnified Party will, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement claim in respect of which such right of indemnification thereof is claimed or arises. The obligations of an Indemnifying to be made against the Indemnified Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively10, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give notify the Indemnifying Party notice of the commencement thereof in writing; but the omission to so notify the Indemnifying Party (i) will not relieve such Third Indemnifying Party Claim within such time frame as is necessary to allow for a timely response from any Liability under Section 10.1 above and (ii) will not, in any event within 30 days of the receipt by the Indemnified Party of such notice; providedevent, however, that the failure to provide such timely notice shall not release relieve the Indemnifying Party from any obligations to any Indemnified Party otherwise than the indemnification obligation provided in Section 10.1 above. In case any such action is brought against any Indemnified Party, and it notifies the Indemnifying Party of its obligations under this Section 6 except the commencement thereof, the Indemnifying Party will be entitled to participate therein and, to the extent that it may determine, 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 is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control Party) at the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Indemnifying Party; provided, however, that if there exists or is reasonably likely (i) the use of counsel chosen by the Indemnifying Party to exist represent the Indemnified Party would present such counsel with a conflict of interest that would make it inappropriate in interest, (ii) the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent actual or potential defendants in, or targets of, any such action include both the Indemnified Party and the Indemnifying Party, then Party and the Indemnified Party shall have been advised by counsel that there may be entitled one or more legal defenses available to retain its own counselit and/or other Indemnified Party that are different from or additional to those available to the Indemnifying Party, (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the institution of such action or (iv) the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarlythen, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any each such Third Party Claimcase, the Indemnifying Party shall cooperate not have the right to direct the defense of such action on behalf of such Indemnified Party or Parties and such Indemnified Party or Parties shall have the right to select separate counsel (including local counsel) to defend such action on behalf of such Indemnified Party or Parties at the expense of the Indemnifying Party. After notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense thereof and approval by such Indemnified Party of counsel appointed to defend such action, the Indemnifying Party will not be liable to such Indemnified Party under this Section 10 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof, unless the Indemnified Party shall have employed separate counsel in such defense and make available accordance with the proviso to the Indemnified Partyimmediately preceding sentence (it being understood, at however, that in connection with such action the Indemnifying Party’s expense, all such witnesses, records, materials and information Party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the Indemnifying Party’s possession same jurisdiction arising out of the same general allegations or under the Indemnifying Party’s control relating thereto as is reasonably required by circumstances, representing the Indemnified PartyParty who are parties to such action or actions). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (i) settle effect the settlement or compromise any Third Party Claim of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all Liability arising out of such action or claim and (ii) does not include a statement as to or an unconditional term thereof the delivery admission of fault, culpability or a failure to act, by the claimant or plaintiff to the Indemnified Party on behalf of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party.

Procedures. The party seeking indemnification under this Section 6 Promptly after receipt by an Indemnified Party of knowledge that a Claim exists (an a “Indemnified PartyClaim Proceeding”) shall give each party from whom indemnification is being sought (each), an “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damageswill, if known, and method of computation thereof, and containing a reference claim is to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give made hereunder against the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response in respect thereof, promptly (and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release ten Business Days) notify the Indemnifying Party in writing of the commencement thereof; provided that (i) the omission so to notify the Indemnifying Party will not relieve it from any of its obligations under this Section 6 liability that it may have hereunder except to the extent the Indemnifying Party is it has been materially prejudiced by such failure. The failure and (ii) the omission so to notify the Indemnifying Party shall will not relieve it from any liability that it may have to an Indemnified Party otherwise than on account of this Section 5.05. In case any such Claim Proceedings are brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Party, to assume and control the defense of thereof, with counsel reasonably satisfactory to such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, provided that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate the defendants in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent any such Claim Proceedings include both the such Indemnified Party and the Indemnifying Party, then the Party and such Indemnified Party shall have reasonably concluded that there may be entitled legal defenses available to retain its own counsel, at the expense of the Indemnifying Party, provided it that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right are different from or additional to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make those available to the Indemnifying Party, at such Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Claim Proceedings on behalf of such Indemnified Party. Upon receipt of notice from the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Party to such Indemnified Party is, directly or indirectly, conducting of its election so to assume the defense against any of such Third Claim Proceedings and approval by such Indemnified Party Claimof counsel, the Indemnifying Party shall cooperate with the not be liable to such Indemnified Party for expenses incurred by such Indemnified Party in connection with the defense thereof (other than reasonable costs of investigation) unless (x) such defense and make available to Indemnified Party shall have employed separate counsel in connection with the Indemnified Partyassertion of legal defenses in accordance with the preceding sentence, at (y) the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent not have employed counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of commencement of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim Proceedings or (iiz) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by shall have authorized in writing the employment of counsel for such Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party.

Procedures. The 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 Stockholders Third Party Claim is begun, made or instituted as a result of which the Stockholders or the Companies may become obligated to a UAG Indemnified Party hereunder, or (ii) a UAG Event of Breach occurs or is alleged and a Stockholders Indemnified Party asserts that UAG has become obligated to a Stockholders 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 Stockholders Indemnified Party hereunder (for purposes of this Article 9, any UAG Indemnified Party and any Stockholders Indemnified Party is sometimes referred to as an "Indemnified Party" and each party seeking indemnification having an indemnity obligation under this Section 6 (Article 9 is sometimes referred to as an “Indemnified Party”) shall give each party from whom indemnification is being sought (each, an “"Indemnifying Party”) notice of ," and any matter for which UAG Third Party Claim and any Stockholders Third Party Claim is sometimes referred to as a "Third Party Claim," in each case as the context so requires), such Indemnified Party is seeking indemnification, shall give reasonably prompt written notice to the Indemnifying Party stating the amount basis of the Damages, if known, and method of computation thereof, and containing a reference Indemnifying Party's obligation to provide indemnification to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Indemnified Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject Article 9 and setting forth in reasonable detail the facts, to the indemnification provided for in this Section 6 collectivelyextent then available, (“Third Party Claims”) shall be governed by and contingent upon concerning the following additional terms and conditions: if an Indemnified Party shall receive initial notice Event of any Breach, UAG Event of Breach or Third Party Claim, as the case may be, and the basis upon which the Indemnified Party shall is claiming indemnification. Subject to Sections 9.1(b)(i) and 9.2(b)(i), a failure or delay by an Indemnified Party to give the Indemnifying Party a reasonably prompt notice of such Third Party Claim within such time frame as is necessary to allow any claim for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice indemnification shall not release an Indemnifying Party's obligations with respect to the Indemnifying Party from any of its obligations under this Section 6 claim, except to the extent that the Indemnifying Party is materially prejudiced by can demonstrate actual loss as a result of such failurefailure or delay. The If such notice relates to a Third Party Claim, each Indemnifying Party, jointly and severally, agrees to defend such Indemnified Party shall be entitled to assume and control the defense of against any such Third Party Claim at its sole cost and expense. Such Indemnified Party shall have the right, but not the obligation, to participate at its own expense and through in the defense thereof by counsel of its such Indemnified Party's choice if it gives notice of its intention and shall in any event cooperate with and assist the Indemnifying Party to the extent reasonably possible. If the Indemnifying Party fails timely to defend against such Third Party Claim, such Indemnified Party shall have the right to do so so, including, without limitation, the right to the Indemnified Party within 30 days of the receipt of make any compromise or settlement thereof, and such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at recover the expense of entire Cost thereof from the Indemnifying Party, provided that the including, without limitation, reasonable attorneys' fees, disbursements and amounts paid (or of which such Indemnified Party and such counsel shall contest has become obligated to pay) as the result of such Third Party Claims in good faithClaim. In the event Failure by the Indemnifying Party exercises the right to undertake any notify such defense against Indemnified Party of its or their election to defend any such Third Party Claim as provided above, the Indemnified Party within fifteen (15) days after notice thereof shall cooperate with have been given to the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required shall be deemed a waiver by the Indemnifying PartyParty of its or their right to defend such Third Party Claim. Similarly, in If the event the Indemnified Indemnifying Party is, directly or indirectly, conducting assumes the defense against any such of the particular Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Partynot, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession defense of such Third Party Claim, consent to entry of any judgment or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall notenter into any settlement, without except with the written consent of such Indemnified Party which shall not be unreasonably withheld. In addition, the Indemnified Party, (i) settle or compromise Indemnifying Party shall not enter into any settlement of any Third Party Claim or except with the written consent to the entry of any judgment such Indemnified Party, which consent shall not be unreasonably withheld, that does not include as an unconditional term thereof the delivery giving by the claimant or the plaintiff to the such Indemnified Party of a written full release from all liability in respect of such Third Party Claim Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its or (ii) settle their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or compromise settlement of any Third Party Claim in any manner that may adversely affect to the extent the Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party.

Procedures. (a) The party seeking terms of this Section 7.4 shall apply to any claim (a "Claim") for indemnification under this the terms of Sections 7.2 or 7.3 for Losses arising out of or relating to matters asserted by third parties. The Section 6 (an “7.2 Indemnified Party”) shall give each party from whom indemnification is being sought Party or Section 7.3 Indemnified Party (each, an “"Indemnified Party"), as the case may be, shall give prompt written notice of such Claim to the indemnifying party (the "Indemnifying Party”") notice of any matter for under the applicable Section, which such Indemnified Party is seeking indemnification, stating party may assume the amount of the Damages, if known, and method of computation defense thereof, and containing a reference provided that any delay or failure to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give so notify the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release relieve the Indemnifying Party from any of its obligations under this Section 6 except hereunder only to the extent the Indemnifying Party extent, if at all, that it is materially prejudiced by reason of such delay or failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled have the right to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such approve any counsel shall contest such Third Party Claims in good faith. In the event selected by the Indemnifying Party exercises and to approve the right terms of any proposed settlement, such approval not to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession be unreasonably delayed or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarlywithheld (unless, in the event the Indemnified Party iscase of approval of a proposed settlement, directly or indirectlysuch settlement provides only, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available as to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent payment of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith money damages actually paid by the Indemnifying Party or which is being defended by and a complete release of the Indemnified Party in respect of the claim in question). Notwithstanding any of the foregoing to the contrary, the provisions of this Article 7 shall not be construed so as provided above to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in this Section 6(b) violation of applicable law or that such liability may not be waived, modified or limited under applicable law, but shall be settled construed so as to effectuate the provisions of this Article 7 to the fullest extent permitted by the Indemnified Party without the written consent of the Indemnifying Partylaw.

Procedures. The party seeking Promptly after receipt by a Person entitled to indemnification under this Section 6 subsection (a) or (b) (an “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall give each prompt written notice (including copies of all papers served with respect to such claim) to the party from to whom the Indemnified Party is entitled to look for indemnification is being sought (each, an the “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method commencement thereof which notice shall describe in reasonable detail the nature of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, an estimate HOU03:1138115.4 44 of the Indemnified Party shall give amount of damages attributable to the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response the extent feasible and in any event within 30 days the basis of the receipt by the Indemnified Party of such noticeParty’s request for indemnification under this Agreement; provided, however, provided that the failure to provide such timely notice shall not release so notify the Indemnifying Party from shall not relieve the Indemnifying Party of any of its obligations under this Section 6 liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is materially prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such failurecounterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days sole judge of the receipt acceptability of such notice from the Indemnified Party; providedany compromise or settlement Of any claim, however, that if there exists litigation or is reasonably likely to exist a conflict proceeding in respect of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall which indemnity may be entitled to retain its own counsel, at the expense of the Indemnifying Partysought hereunder, provided that the Indemnifying Party will give the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake reasonable prior written notice of any such defense against proposed settlement or compromise and will not consent to the entry of any such judgment or enter into any settlement with respect to any Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (iif the Indemnified Party is entitled to indemnification hereunder) settle or compromise any shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim or consent within a reasonable period after receipt of written notice pursuant to the entry first sentence of any judgment which does not include as an unconditional term thereof this subparagraph (c), or if the delivery by Indemnifying Party assumes the claimant or plaintiff to defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a written release from all liability in respect final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.

Procedures. The party (a) Each Person seeking indemnification under this Section 6 ‎Article 11 (an the “Indemnified Party”) shall give each party prompt written notice to the 105 Person from whom indemnification is being sought (each, an the “Indemnifying Party”) notice of the assertion of any matter for which such Indemnified Party is seeking indemnification, stating claim or the amount commencement of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of Action by any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party ClaimsClaim”); provided, that the failure of the Indemnified Party to give notice as provided in this ‎Section 11.03‎(a) shall be governed by not relieve any Indemnifying Party of its obligations under ‎Section 11.02, except to the extent that such failure actually and contingent upon materially adversely prejudices the following additional terms and conditions: if an Indemnified Party shall receive initial notice rights of any Third Party Claimsuch Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall give deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, upon delivery of written notice to the Indemnified Party within twenty (20) Business Days after receipt of notice of such Third Party Claim within from the Indemnified Party, to be represented by counsel of its choice and, subject to the limitations set forth in this ‎Section 11.03 and ‎Section 11.06 with respect to Environmental Indemnity Matters, to assume control of, and defend against, negotiate, settle (subject to clause ‎(b)) or otherwise deal with such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by Third Party Claim, but the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control may nonetheless participate in the defense of such Third Party Claim with its own counsel and at its expense and through counsel of its choice if it gives notice of its intention own expense. If the Indemnifying Party elects not to do so assume, defend against, negotiate, settle or otherwise deal with any Third Party Claim or any Environmental Indemnity Matter pursuant to this ‎Article 11, then the Indemnified Party within 30 days may assume, defend against, negotiate, settle (subject to clause ‎(b)) or otherwise deal with such Third Party Claim or Environmental Indemnity Matter, at the Indemnifying Party’s sole cost and expense to the extent such costs and expenses constitute indemnifiable Damages hereunder. If the Indemnifying Party shall assume the defense of any Third Party Claim or the receipt resolution of any Environmental Indemnity Matter pursuant to this ‎Article 11, then the Indemnified Party may participate, at his or its own expense, in the defense of such notice from the Indemnified PartyThird Party Claim or Environmental Indemnity Matter, as applicable; provided, howeverthat such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate (ii) in the judgment reasonable opinion of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying PartyParty that would make such separate representation advisable; provided, then further, that the Indemnified Party shall be entitled to retain its own counsel, at indemnification for the expense reasonable fees and expenses of the Indemnifying Party, provided that counsel employed by the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event for any period during which the Indemnifying Party exercises has not assumed the right defense thereof; provided, further, that the Indemnifying Party shall not be required to undertake pay for more than one such counsel for all Indemnified Parties in connection with any such defense against any such Third Party Claim as provided aboveor Environmental Indemnity Matter. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third 106 Party Claim or any Environmental Indemnity Matter pursuant to this ‎Article 11 unless (i) prior to doing so, the Indemnifying Party provides a written undertaking to the Indemnified Party shall cooperate with whereby the Indemnifying Party in such defense and make available to acknowledges that, assuming as true the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in allegations of the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as , it is reasonably required by the Indemnifying Party. Similarly, in the event to indemnify the Indemnified Party is, directly or indirectly, conducting the defense against any with respect to such Third Party Claim, (ii) the Indemnifying Party shall cooperate with conducts the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to in a commercially reasonable and diligent manner and (iii) the entry of any judgment which Third Party Claim does not include as an unconditional term thereof relate to Taxes, is not brought by a Governmental Body, does not relate to criminal charges, and the delivery by relief sought is not primarily limited to monetary damages or if not so limited, the claimant or plaintiff applicable non-monetary remedy would reasonably be expected to be material to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partyand its Affiliates.

Procedures. The party seeking (a) If an event giving rise to indemnification under this Section 6 (an “Indemnified Party”) shall give each Agreement occurs or is alleged and the party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating or parties entitled to receive the amount benefits of the Damages, if known, and method of computation thereof, and containing indemnification provisions hereunder (the "AGGRIEVED PARTY") asserts that a reference party or parties has become obligated to the provisions Aggrieved Party pursuant to Section 9.1 hereof (the "INDEMNIFYING PARTY"), or if any suit, action, investigation, claim or proceeding (each *Portions of this Agreement in respect document have been intentionally omitted and filed separately with the Commission pursuant to a request for confidential treatment. 71 a "CLAIM") is begun, made or instituted as a result of which such right of indemnification is claimed or arises. The obligations of an the Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject may become obligated to the indemnification provided for in this Section 6 collectively, (“Third Aggrieved Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claimhereunder, the Indemnified Aggrieved Party shall give written notice to the Indemnifying Party, promptly after such Aggrieved Party notice has actual knowledge of such Third Party any Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such noticewhich indemnity may be sought; provided, however, that the failure of any Aggrieved Party to provide such timely give notice as provided herein shall not release relieve the Indemnifying Party from any of its obligations under this Section 6 9.2 except to the extent the Indemnifying Party is materially prejudiced by such failurethereby. The Indemnifying Party will have the right, at its option and at its sole cost and expense, upon timely notice to the Aggrieved Party, to assume control of the defense (or otherwise contest or protect the Aggrieved Party against any such Claim) of any Claim by counsel of the Indemnifying Party's choice, provided, however, such counsel is reasonably satisfactory to the Buyer. Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such action within a reasonable time, but in no event more than fifteen days after notice thereof shall have been given to the Indemnifying Party, shall be entitled deemed a waiver by the Indemnifying Party of its right to assume defend such Claim. If the Indemnifying Party assumes the defense of any such Claim, the obligations of the Indemnifying Party as to such Claim shall be limited to taking all steps necessary in the defense or settlement of such Claim resulting therefrom and to holding the Aggrieved Party harmless to the extent required under Section 9.1 hereof, from and against any and all Losses caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such Claim resulting therefrom. The Aggrieved Party may participate, at its expense, in the defense of such Claim, provided that the Indemnifying Party shall direct and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without in the defense of such Claim resulting therefrom, consent to entry of any judgment, except with the written consent of the Indemnified Aggrieved Party, (i) settle or compromise enter into any Third Party Claim or settlement, except with the written consent to of the entry of any judgment Aggrieved Party, which does not include as an unconditional term thereof the delivery giving by the claimant or the plaintiff to the Indemnified Aggrieved Party of a written release from all liability in respect of such Third Claim. All awards and costs payable by a third party to the Aggrieved Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of belong to the Indemnifying Party.

Procedures. The (a) In case any claim is made by a third party, or any suit or action is commenced by a third party, against a Bank Indemnified Party or Company Indemnified Party, the party seeking in * 79 respect of which indemnification may be sought under this Section 6 ‎ARTICLE XVI (an including for the benefit of its officers, directors or employees claiming by or through any of them) (the “Indemnified Party”) shall promptly give each the other party from whom indemnification is being sought (each, an the “Indemnifying Party”) written notice of any matter for which such Indemnified Party is seeking indemnification, stating thereof and the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control participate in the defense of such Third Party Claim at its expense and through counsel of its choice if it gives thereof and, with prior written notice of its intention to do so to the Indemnified Party within 30 given not later than twenty (20) days after the delivery of the receipt of such notice from the Indemnified Party; providedapplicable notice, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Partyassume, at the Indemnifying Party’s expense, all the defense thereof, with counsel reasonably satisfactory to such witnessesIndemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, recordsexcept as specified in Section 16.3(b), materials the Indemnifying Party will not be liable to such Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the fees and information expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party’s possession or under counsel has advised such Indemnified Party that the third party claim involves potential conflicts of interest that make representation of both the Indemnified Party and the Indemnifying Party inappropriate, in which event attorney’s fees of the Indemnified Party in defense of such claims shall be borne by the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. (c) The Indemnifying Party shall notpromptly notify the Indemnified Party if the Indemnifying Party desires not to assume, or participate in the defense of, any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages, but shall not agree to any other settlement or compromise without the written prior consent of the Indemnified Party, which consent shall not be unreasonably withheld (iit being agreed that any failure of any Indemnified Party to consent to any settlement or compromise involving the imposition of nonmonetary remedies on the Indemnified Parties shall not be deemed to be unreasonably withheld), and (ii) the Indemnified Party may settle or compromise any Third Party Claim such claim, suit or consent to the entry of any judgment which does action solely for an amount not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or exceeding one thousand dollars (ii) $1,000), but shall not settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party other matter without the written prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Procedures. The party (a) A Party seeking indemnification under this Section 6 (an the “Indemnified Party”) as a result of, arising out of, or relating to a Loss involving a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall give each party from deliver notice (a “Claim Notice”) in respect thereof to the Party against whom indemnification indemnity is being sought (each, an the “Indemnifying Party”) notice of any matter for which with reasonable promptness after receipt by such Indemnified Party is seeking indemnification, stating the amount of notice of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party and shall give 35 provide the Indemnifying Party notice of with such Third information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; providedNotice, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 Article 9 except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) The Indemnifying Party shall be entitled have the right, upon written notice to the Indemnified Party within thirty (30) days of receipt of a Claim Notice from the Indemnified Party in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and control reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to within the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided time period set forth above, the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim in accordance with the terms of this Section 9.4(b); provided that such settlement shall not be deemed evidence that the Indemnified Party is entitled to indemnification hereunder nor shall it be determinative of the amount of Loss. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the sole expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in If the event the Indemnified Indemnifying Party is, directly or indirectly, conducting assumes the defense against of any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (i) settle enter into any settlement or compromise any Third Party Claim or consent to the entry of any judgment which with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing by the Indemnified Party, (ii) does not include as an unconditional term thereof the delivery written release by the claimant or plaintiff to of the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (iiiii) settle imposes equitable remedies or compromise any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (c) An Indemnified Party seeking indemnification as a result of, arising out of or relating to a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with reasonably detailed information of the facts and circumstances underlying such claim along with a good faith estimate of Loss and supporting documents. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any manner of its obligations under this Article 9 except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may adversely affect have to the Indemnified Party or otherwise than pursuant to this Article 9. 36 (d) The Indemnifying Party shall not be entitled to require that any Action be made or brought against any other Person before a claim is made against it hereunder by the Indemnified Party. Finally(e) In respect of any amounts due and payable by a Party, no Third pursuant to this Article 9, such Party Claim which is being defended in good faith shall pay to the other Party such amounts by wire transfer of immediately available funds to an account designed by the Indemnifying other Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party.writing. 9.5

Procedures. (a) The party seeking terms of this Section 8.6 shall apply to any claim (a "Claim") for indemnification under this the terms of Sections 8.2, 8.3, 8.4 or 8.5 ----- The Section 6 (an “8.2 Indemnified Party”) shall give each party from whom indemnification is being sought , Section 8.3 Indemnified Party, Section 8.4 Indemnified Party or Section 8.5 Indemnified Party Indemnified Party (each, an “"Indemnified Party"), as the case may be, shall give prompt written notice of ----------------- such Claim to the indemnifying party (the "Indemnifying Party”") notice of any matter for under the ------------------ applicable Section, which such Indemnified Party is seeking indemnification, stating party may assume the amount of the Damages, if known, and method of computation defense thereof, and containing a reference provided that any delay or failure to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give so notify the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release relieve the Indemnifying Party from any of its obligations under this Section 6 except hereunder only to the extent the Indemnifying Party extent, if at all, that it is materially prejudiced by reason of such delay or failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled have the right to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such approve any counsel shall contest such Third Party Claims in good faith. In the event selected by the Indemnifying Party exercises and to approve the right terms of any proposed settlement, such approval not to undertake any be unreasonably delayed or withheld (unless such defense against any such Third Party Claim settlement provides only, as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent payment of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith money damages actually paid by the Indemnifying Party or which is being defended by and a complete release of the Indemnified Party in respect of the claim in question). Notwithstanding any of the foregoing to the contrary, the provisions of this Article VIII shall not be construed so as provided above to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in this Section 6(b) violation of applicable law or that such liability may not be waived, modified or limited under applicable law, but shall be settled construed so as to effectuate the provisions of this Article VIII to the fullest extent permitted by the Indemnified Party without the written consent of the Indemnifying Partylaw.

Procedures. The party (a) If there occurs an event which a Party asserts is an indemnifiable event pursuant to Section 8.2 or Section 8.3, the Party seeking indemnification under this Section 6 (an “the "Indemnified Party”") shall give each party from whom notify the other Party ----------------- obligated to provide indemnification is being sought (each, an “the "Indemnifying Party”") notice promptly in ------------------ writing specifying the facts, to the extent known, constituting the basis for such claim and the amount, to the extent known, of the claim asserted. If such event involves (a) any Person other than a Party or (b) the commencement of any matter for which Action by any Person other than a Party (any such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing claim or Action being hereinafter referred to as a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any "Third Party Claim"), the Indemnified Party shall ----------------- give the such Indemnifying Party prompt written notice of such Third Party Claim within which identifies such time frame claim as is necessary to allow for a timely response and in any event within 30 days of Third Party Claim, specifies the receipt by facts constituting the Indemnified Party basis of such noticeThird Party Claim and the amount, to the extent known, of such Third Party Claim; provided, however, that the failure to -------- ------- provide such timely prompt notice shall not release as provided herein will relieve the Indemnifying Party from any of its obligations under this Section 6 except hereunder only to the extent that such failure prejudices the Indemnifying Party is materially prejudiced by such failurehereunder. The Indemnifying Party shall be entitled to assume and control the defense of participate in such Third Party Claim at its expense and through to assume the defense thereof with counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required selected by the Indemnifying Party. Similarly, in After notice from the event Indemnifying Party to the Indemnified Party is, directly or indirectly, conducting that the Indemnifying Party has elected to assume the defense against of any such Third Party Claim, the Indemnifying Party shall cooperate with not be liable for any legal, investigative or other fees or expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in, but not control, the defense thereof, but the fees and make available to expenses of such counsel shall be at the expense of the Indemnified Party; provided that (i) if in the reasonable opinion of counsel for the Indemnified Party, at there is a conflict of interest between the Indemnified Party and the Indemnifying Party’s expenseParty or (ii) a claim involves an allegation of violation of criminal law, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall notbe responsible for the reasonable fees and expenses of one counsel to such Indemnified Party in connection with such defense to the extent such fees and expenses relate to a claim subject to a conflict of interest or defense of a claim based on an allegation of a violation of criminal law, but in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one such additional counsel in any action or series of related actions. In the event a claim involves an allegation of a violation of criminal law, the Parties shall enter into a joint defense agreement in form and substance reasonably acceptable to the Parties. Subject to bona fide concerns regarding attorney-client privilege, the Indemnifying Party and the Indemnified Party agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such Third Party Claim, including providing access to any relevant books and records, properties and Representatives. If the Indemnifying Party assumes the defense of a Third Party Claim, no settlement or compromise thereof may be effected (A) by the Indemnifying Party without the written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed) unless (ix) settle there is no finding or compromise any Third Party Claim or consent to the entry admission of any judgment which does not include as an unconditional term thereof violation of Law or any violation of the delivery rights of any Person by the claimant or plaintiff to the any Indemnified Party of a written release and all Indemnified Parties are expressly and unconditionally released from all liability in respect of any Liability related to such Third Party Claim Claim, with prejudice, and (y) all relief provided is paid or (ii) settle or compromise any Third Party Claim satisfied in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith full by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b(B) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party. If the Indemnifying Party elects not to assume the defense of a Third Party Claim, the Indemnified Party shall defend such Third Party Claim with counsel selected by the Indemnified Party, which is reasonably acceptable to the Indemnifying Party, and the Indemnifying Party shall bear the reasonable fees and expenses of such counsel. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed by the Indemnifying Party. In no event shall an Indemnifying Party be liable for any settlement effected without its written consent.

Procedures. The party (a) Any Purchaser Indemnitee or Seller Indemnitee seeking indemnification under this Section 6 8.1 (an “the "Indemnified Party”") shall give each prompt notice (the "Notice of Claim") to the party from against whom indemnification indemnity is being sought (each, an “the "Indemnifying Party”") notice of (i) the assertion of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt claim by the Indemnified Party or (ii) the assertion of such noticeany claim, action, suit, proceeding or investigation by any Person alleging facts that, if proven true, would constitute grounds for indemnification by the Indemnified Party (a "Third-Party Claim"); provided, provided however, that no delay on the failure to provide such timely notice shall not release part of the Indemnified Party in notifying the Indemnifying Party from shall relieve the Indemnifying Party of any of its obligations under this Section 6 liability or obligation hereunder, except to the extent that the Indemnifying Party is materially has been prejudiced by such failurethereby. The Indemnifying Party shall be entitled to assume may, and, at the request of the Indemnified Party, shall, participate in and control the defense of such Third any Third-Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faithexpense. In the event If the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s assumes control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting of the defense against any such Third of a Third-Party Claim, (1) the Indemnifying Party shall cooperate with not be liable under Section 8.1 for any settlement effected by the Indemnified Party in such defense with respect to any Third-Party Claim without its consent, which shall not be unreasonably withheld or delayed and make available to (2) the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or not consent to the entry of any judgment which does not include as or enter into any settlement with respect to the Third-Party Claim unless (A) such settlement includes an unconditional term thereof release by all parties to the delivery by the claimant or plaintiff to reasonable satisfaction of the Indemnified Party 33NEXT PAGE and (B) the judgment or settlement does not impose any restrictions on the activities of, or require any payments from, any Purchaser Indemnitee. Notwithstanding the foregoing, whether or not the Indemnifying Party assumes the defense of a written release from all liability Third-Party Claim, if (i) the Indemnified Party determines in respect of such Third good faith that a Third-Party Claim is likely to have a material adverse effect on Purchaser in a manner that may not be adequately compensated by money damages or (ii) settle or compromise any Third Third-Party Claim in any manner relating to taxes that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith not likely to be adequately addressed by the Indemnifying Party or which is being defended money damages as determined by the Indemnified Party as provided above in this Section 6(b) shall be settled by good faith, then the Indemnified Party without the may, by written consent of notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Third-Party Claim. The party controlling the defense of any third party suit, action or proceeding shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto.

Procedures. The party seeking indemnification under this Section 6 (an “Indemnified Party”) shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) Promptly after receipt by a Party of any claim or notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims commencement of any third party action, administrative, or legal proceeding, or investigation as to which are subject to the indemnification indemnity provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party ClaimArticle 17 may apply, the Indemnified Party shall give provide notice thereof to the Indemnifying Party; provided that a delay in providing such notice shall limit the obligations of the Indemnifying Party notice only to the extent that such delay actually prejudices the ability of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to contest the extent claim or defend the Indemnifying Party is materially prejudiced by such failureproceeding. The Indemnifying Party shall be entitled to assume and control the defense of thereof with counsel designated by such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so satisfactory to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; , provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate the defendants in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent any such action include both the Indemnified Party and the Indemnifying Party, then Party and the Indemnified Party shall reasonably conclude that there may be entitled legal defenses available to retain its own it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense. If an Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may contest, settle, or pay such claim , at the expense of the Indemnifying Party, provided provided, however, that the Indemnified Party and settlement or full payment of any such counsel shall contest such Third Party Claims in good faith. In the event claim may be made only following consent of the Indemnifying Party exercises the right to undertake any or, absent such defense against any such Third Party Claim as provided aboveconsent, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in written opinion of the Indemnified Party’s possession counsel that such claim is meritorious or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partyotherwise warrants settlement.

Procedures. The Each party seeking entitled to indemnification under this Section 6 4.7 (an “the "Indemnified Party”") shall give each notice to the party from whom required to provide indemnification is being sought (each, an “the "Indemnifying Party”") notice of any matter for which promptly after such Indemnified Party is seeking indemnification, stating the amount has actual knowledge of the Damages, if knownany claim as to which indemnity may be sought, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give permit the Indemnifying Party notice 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 Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt claim or litigation, shall be approved by the Indemnified Party of (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such notice; provideddefense at such party's expense, however, and provided further that the failure of any Indemnified Party to provide such timely give notice as provided herein shall not release relieve the Indemnifying Party from any of its obligations under this Section 6 except Agreement unless the failure to the extent give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to not assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention for matters as to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if which there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in between the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party Indemnifying and the indemnified Parties or separate and different defenses. No Indemnifying Party, then in the Indemnified Party shall be entitled to retain its own counsel, at the expense defense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided aboveclaim or litigation, the Indemnified Party shall cooperate shall, except with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the consent of each Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the delivery giving by the claimant or plaintiff to the such Indemnified Party of a written release from all liability in respect of to such Third Party Claim claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partylitigation.

Procedures. The If any party seeking indemnification under this Section 6 (an “Indemnified Party”the "Indemnitee") shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) receives notice of any matter for which such Indemnified Party is seeking indemnification, stating claim or the amount commencement of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed any action or arises. The obligations of an Indemnifying Party under this Section 6 proceeding with respect to Damages arising from any claims of any third which the other party which are subject (or parties) is obligated to provide indemnification (the indemnification provided for in this Section 6 collectively, (“Third Party Claims”"Indemnifying Party") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claimpursuant to Sections 9.01 or 9.02, the Indemnified Party Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of following the Indemnitee's receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely . Such notice shall not release describe the Indemnifying Party from any claim in reasonable detail and shall indicate the amount (estimated if necessary) of its obligations under this Section 6 except to the extent Losses that have been or may be sustained by the Indemnifying Party is materially prejudiced by such failureIndemnitee. The Indemnifying Party shall be entitled may, subject to assume and control the defense other provisions of this Section 9.03, compromise or defend, at such Third Party Claim at its Indemnifying Party's own expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of by such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its 's own counsel, any such matter involving the asserted Liabilities of the Indemnitee in respect of a third-party claim. If the Indemnifying Party elects to compromise or defend such asserted Liabilities, it shall within thirty (30) days (or sooner, if the nature of the asserted Liabilities so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, provided that in the Indemnified compromise of, or defense against, such asserted Liabilities. The Indemnifying Party and such counsel shall contest such Third Party Claims in good faith. In will not be released from any obligation to indemnify the event Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party exercises delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto. The Indemnifying Party shall have the right to undertake conduct and control the defense of any such defense against any such Third Party Claim as third-party claim made for which it has been provided abovenotice hereunder, other than a third-party claim with respect to breach of a representation or warranty contained in Section 3.15, which shall - 50 - be conducted and controlled by the Indemnified Party Company, provided, that the Company shall cooperate act reasonably and in good faith in the conduct and control thereof and shall consult with the Indemnifying Parties with respect thereto. All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party. The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party in shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such defense conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying PartyParty any books, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession records or under the Indemnified Party’s other documents within its control relating thereto as is that are reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any for such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partydefense.

Procedures. The party seeking indemnification (a) A Person that may be entitled to be indemnified under this Section 6 Agreement (an the “Indemnified Party”) ), shall give each promptly notify the party from whom or parties liable for such indemnification is being sought (each, an the “Indemnifying Party”) notice in writing of any matter for which such pending or threatened claim or demand that the Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference has determined has given or would reasonably be expected to the provisions of this Agreement in respect of which give rise to such right of indemnification is claimed (including a pending or arises. The obligations of an Indemnifying threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party under this Section 6 Claim”), describing in reasonable detail the facts and circumstances with respect to Damages arising from any claims the subject matter of any third party which are subject such claim or demand (to the indemnification extent then known); provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 Article IX except to the extent the Indemnifying Party is materially actually prejudiced by such failure, it being agreed that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 9.1 for such representation, warranty, covenant or agreement. The (b) Subject to the provisions of this Section 9.4, the Indemnifying Party shall have the right, at its sole expense, to be entitled represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party and to defend against, negotiate, settle or otherwise deal with any Third Party Claim, or otherwise assume and control the defense of any Third Party Claim, which relates to any Losses alleged to be indemnifiable by it hereunder. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim, or otherwise assume the defense of any Third Party Claim, which relates to any Losses alleged to be indemnifiable by it hereunder, it shall, within twenty (20) days of the Indemnified Party’s written notice of the assertion of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention pursuant to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; providedSection 9.4(a), however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to notify the Indemnified Party of a written release from all liability in respect its intent to do so; provided that the Indemnifying Party must conduct its defense of such the Third Party Claim or (ii) settle or compromise any Third Party Claim reasonably diligently thereafter in any manner that may adversely affect the Indemnified Partyorder to preserve its rights in this regard. Finally, no Third Party Claim which is being defended in good faith by If the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party.elects not to defend against,

Procedures. The Each party seeking entitled to indemnification under this Section 6 4 hereof (an “Indemnified Party”the "INDEMNIFIED PARTY") shall give each notice to the party from whom required to provide indemnification is being sought (each, an “Indemnifying Party”the "INDEMNIFYING PARTY") notice of any matter for which promptly after such Indemnified Party is seeking indemnification, stating the amount has actual knowledge of the Damages, if knownany claim as to which indemnity may be sought, and method shall permit the Indemnifying Party to assume the defense of computation thereofany such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, may participate in such defense at such Indemnified Party's expense (unless the Indemnified Party shall give have been advised by counsel that actual or potential differing interests or defenses exist or may exist between the Indemnifying Party notice of and the Indemnified Party, in which case such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt expense shall be paid by the Indemnified Party of such notice; providedIndemnifying Party), however, and provided further that the failure of any Indemnified Party to provide such timely give notice as provided herein shall not release relieve the Indemnifying Party from any of its obligations under this Section 6 except 4 hereof unless such failure to the extent the Indemnifying Party give notice is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available prejudicial to the Indemnifying Party, at the . No Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against of any such Third Party Claimclaim or litigation, the Indemnifying Party shall cooperate shall, except with the Indemnified Party in such defense and make available to the consent of each Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the delivery giving by the claimant or plaintiff to the such Indemnified Party of a written release from all liability in respect of to such Third Party Claim claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partylitigation.

Procedures. The In order for an indemnified party seeking (the “INDEMNIFIED PARTY”) to be entitled to any indemnification provided for under this Section 6 (an “Indemnified Party”) shall give each party from whom indemnification is being sought (eachAgreement, an “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnificationshall, stating within twenty (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 Damagesliability estimated to accrue therefrom; provided, if knownhowever, and method 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 computation 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 containing a reference to documentation reasonably requested by the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject such Loss; provided, however, that failure to make such delivery shall not affect the indemnification provided for hereunder 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 any of the Sellers or any of their Affiliates or Purchaser or its Affiliates) against the Indemnified Party (a “THIRD PARTY CLAIM”), the Indemnifying Party shall be entitled to participate in this Section 6 collectively, (“the defense of such Third Party Claims”) Claim and, if it so chooses, 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 Party shall not be governed 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 contingent (upon the following 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 terms information and conditions: if an Indemnified explanation of any material provided hereunder. If the Indemnifying Party shall receive initial notice of chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice will agree to any settlement, compromise or discharge of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release which the Indemnifying Party from any of may recommend and which by its obligations under this Section 6 except to the extent terms obligates the Indemnifying Party is materially prejudiced by to pay the full amount of the liability in connection with such failure. The 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 Party, the Indemnifying Party shall be entitled to assume and control the defense of not settle or compromise such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment without prior written consent of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party which consent shall not be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faithunreasonably withheld or delayed). In the event Whether or not the Indemnifying Party exercises shall have assumed the right to undertake any such defense against any such of a Third Party Claim as provided aboveClaim, the Indemnified Party shall cooperate not admit any liability with the Indemnifying Party in such defense and make available to the Indemnifying Partyrespect to, at the Indemnifying Party's expenseor settle, all witnessescompromise or discharge, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Claim without the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partyconsent.

Procedures. The If a party seeking hereto seeks indemnification under this Section 6 8.2, such party (an the “Indemnified Party”) shall give each written notice to the other party from whom indemnification is being sought (each, an the “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damagesfacts and circumstances giving rise to the claim. In that regard, if knownany suit, and method of computation thereofaction, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification claim, liability or obligation is claimed brought or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of asserted by any third party which are subject which, if adversely determined, would entitle the Indemnified Party to the indemnification provided for in indemnity pursuant to this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim8.2, the Indemnified Party shall give promptly notify the Indemnifying Party notice of the same in writing, specifying in reasonable detail the basis of such Third claim and the facts pertaining thereto and the Indemnifying Party, if it so elects (except that the Indemnifying Party Claim within may not so elect without the Indemnified Party’s consent unless (i) the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party to the extent required under this ARTICLE VIII, (ii) the Indemnifying Party provides reasonable evidence to the Indemnified Party of its financial ability to satisfy its indemnification obligations, (iii) the suit, action, claim, liability or obligation does not seek to impose any liability or obligation upon the Indemnified Party other than for money damages, (iv) such time frame as is necessary suit, claim or action involves aggregate Losses that are reasonably expected to allow be less than the maximum amount for a timely response which such Indemnifying Party could be liable under this ARTICLE VIII and (v) such suit, action, claim, liability or obligation does not relate to the Indemnified Party’s relationship with its customers, suppliers or employees) shall assume and control the defense thereof (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses. If the Indemnifying Party elects to assume and control the defense, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any event within 30 days such action and to participate in the defense thereof, but the fees and expenses of the receipt such counsel employed by the Indemnified Party shall be at the expense of such notice; provided, however, that the failure to provide such timely notice shall not release Indemnified Party unless (y) the employment thereof has been specifically authorized by the Indemnifying Party from any of its obligations under this Section 6 except to the extent in writing or (z) the Indemnifying Party is materially prejudiced by such failurehas failed to assume the defense and employ counsel. The Indemnifying Party shall not be entitled to assume and control liable for any settlement of any action or proceeding, the defense of such Third Party Claim at its expense and through counsel of its choice if which it gives notice of its intention has elected to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; providedassume, however, that if there exists or which settlement is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party effected without the written consent of the Indemnifying Party.. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any action or proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any Loss by reason of such settlement or judgment in accordance with this ARTICLE VIII. (e)

Procedures. The party seeking If any demands or claims are asserted against a Person entitled to indemnification under this Section 6 9.2 or Section 9.2(f) (an “Indemnified Party”) shall give each party from whom indemnification is being sought or any actions, suits, or proceedings are commenced against an Indemnified Party by a Person not a Party or an Affiliate of a Party for which a Party (each, an the “Indemnifying Party”) notice of any matter for which is obligated to indemnify such Indemnified Party is seeking indemnification(a “Third Party Claim”), stating the amount Indemnified Party will give prompt notice to the Indemnifying Party in order to permit Indemnifying Party the necessary time to evaluate the merits of such Third Party Claim, but the failure of an Indemnified Party to give prompt notice to the Indemnifying Party shall not affect the rights of the DamagesIndemnified Party to indemnification hereunder, if known, and method of computation thereof, and containing a reference except to the provisions extent any such failure materially prejudices the rights of this Agreement the Indemnifying Party. The Indemnifying Party will have the right, but not the obligation, to assume the defense of any such claim at its own expense with counsel reasonably satisfactory to the Indemnified Party so long as the Indemnifying Party acknowledges in writing that the Indemnified Party is entitled to indemnification hereunder in respect of which the Losses subject to such right of indemnification is claimed or arises. The obligations of an Third Party Claim and so long as the Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to notifies the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial in writing that it is assuming the defense of such claim within 20 days after receipt of notice of any Third Party Claimthe claim from Indemnified Party, the Indemnified Party shall give have the Indemnifying Party notice right to be informed and consulted with respect to the negotiation, settlement or defense of such Third Party Claim within and to retain counsel to act on its behalf, but the fees and disbursements of such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt counsel shall be paid by the Indemnified Party of such noticeParty; provided, however, provided that the failure to provide such timely notice shall not release if the Indemnifying Party from any assumes control of its obligations under this Section 6 except to such defense and (i) the extent Indemnified Party reasonably concludes that the Indemnifying Party is materially prejudiced and the Indemnified Party may have a conflict of interest or different defenses available with respect to such Proceeding that would make it inappropriate for the same counsel to represent both parties or (ii) the Indemnifying Party has not in fact employed counsel to assume control of such defense, the reasonable fees and expenses of counsel to the Indemnified Party (limited to one law firm in each applicable jurisdiction) shall be paid for by such failurethe Indemnifying Party. The Indemnifying party controlling such defense shall keep the other party advised of the status of such Proceeding and the defense thereof. Notwithstanding anything to the contrary herein, Buyer as Indemnified Party shall be entitled have the full right to assume control the defense and control settlement of any Third Party Claim if: (1) the claim seeks anything other than monetary damages, including an injunction or other equitable relief; (2) the claim involves a claim by any Governmental Authority or a significant customer, supplier, dealer, distributor, sales representative or other business partner of the Cobalt Companies, or involves a criminal claim; (3) the amount reasonably necessary to conclude the defense of such Third Party Claim at its expense and through counsel is in excess of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists (or is reasonably likely to exist a conflict of interest that would make it inappropriate in exceed) the judgment remaining portion of the Indemnified Party liability cap under Section 9.2(b) applicable to such claim after reduction of all Losses previously recovered by (upon advice of counselor then being claimed pursuant to unresolved claims) for by the same counsel Buyer Parties that count (or would count) towards such cap (if a cap is applicable to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event claim); or (4) the Indemnifying Party exercises assumes the right defense but fails to undertake promptly defend the Third Party Claim. Assumption by Buyer of control of any such defense against any such Third Party Claim as provided above, the Indemnified Party or settlement shall cooperate with the Indemnifying Party in such defense and make available not be deemed a waiver by it of its right to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partyindemnification hereunder.

Procedures. (a) The party seeking terms of this Section 8.4 shall apply to any claim (a "Claim") ----- for indemnification under this the terms of Sections 8.2 or 8.3. The Section 6 (an “8.2 Indemnified Party”) shall give each party from whom indemnification is being sought Party or Indemnified Party (each, an “"Indemnified Party"), as ----------------- the case may be, shall give prompt written notice of such Claim to the indemnifying party (the "Indemnifying Party”") notice of any matter for under the applicable Section, ------------------ which such Indemnified Party is seeking indemnification, stating party may assume the amount of the Damages, if known, and method of computation defense thereof, and containing a reference provided that any delay or failure to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give so notify the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release relieve the Indemnifying Party from any of its obligations under this Section 6 except hereunder only to the extent the Indemnifying Party extent, if at all, that it is materially prejudiced by reason of such delay or failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled have the right to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such approve any counsel shall contest such Third Party Claims in good faith. In the event selected by the Indemnifying Party exercises and to approve the right terms of any proposed settlement, such approval not to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession be unreasonably delayed or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarlywithheld (unless, in the event the Indemnified Party iscase of approval of a proposed settlement, directly or indirectlysuch settlement provides only, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available as to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent payment of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith money damages actually paid by the Indemnifying Party or which is being defended by and a complete release of the Indemnified Party in respect of the claim in question). Notwithstanding any of the foregoing to the contrary, the provisions of this Article VIII shall not be construed so as provided above to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in this Section 6(b) violation of applicable law or that such liability may not be waived, modified or limited under applicable law, but shall be settled construed so as to effectuate the provisions of this Article VIII to the fullest extent permitted by the Indemnified Party without the written consent of the Indemnifying Partylaw.

Procedures. The party ¤ Each Person seeking indemnification under this Section 6 Article 11 (an the “Indemnified Party”) shall give each party prompt notice to the Person from whom indemnification is being sought (each, an the “Indemnifying Party”) notice of the assertion of any matter for which such Indemnified Party is seeking indemnification, stating claim or the amount commencement of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of Action by any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party ClaimsClaim”); provided that the failure of the Indemnified Party to give notice as provided in this Section 11.03(a) shall be governed by and contingent upon not relieve any Indemnifying Party of its obligations under Section 11.02, except to the following additional terms and conditions: if an Indemnified Party shall receive initial notice extent that such failure adversely prejudices the rights of any Third Party Claimsuch Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall give deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party notice of with such other information with respect to any such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt reasonably requested by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failureParty. The Indemnifying Party shall have the right, at its sole option and expense, to be entitled represented by counsel of its choice and, subject to the limitations set forth in this Section 11.03, to assume control of, and control defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim, but the Indemnified Party may nonetheless participate in the defense of such Third Party Claim with its own counsel and at its expense and through counsel of its choice if it gives notice of its intention own expense. If the Indemnifying Party elects not to do so defend against, negotiate, settle or otherwise deal with any Third Party Claim or resolve any Environmental Matter pursuant to this Article 11, then the Indemnified Party within 30 days may defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim or Environmental Matter at the Indemnifying Party’s expense. If the Indemnifying Party shall, assume the defense of any Third Party Claim or the receipt resolution of such notice from the Indemnified Party; providedany Environmental Matter pursuant to this Article 11, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim or Environmental Matter, as applicable; provided that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (upon advice i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel) for the same counsel to represent both the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying PartyParty that would make such separate representation advisable; provided, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided further that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate not be required to pay for more than one such counsel (in addition to local counsel) for all Indemnified Parties in connection with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying PartyEnvironmental Matter.

Procedures. (a) The party seeking terms of this Section 9.3 shall apply to any claim (a "Claim") for indemnification under this Section 6 (an “the terms of Sections 9.1 and 9.2. The applicable AWS Indemnified Party”) shall give each party from whom indemnification is being sought Party or DCS Indemnified Party (each, an “"Indemnified Party") shall give prompt written notice of such Claim to the indemnifying party hereunder (the "Indemnifying Party”) notice "), which may assume the defense thereof, provided that any delay or failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of any matter for which such Indemnified Party is seeking indemnification, stating its obligations hereunder only to the amount of the Damagesextent, if knownat all, and method that it is prejudiced by reason of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed delay or arises. failure: The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of have the right to approve any Third Party Claim, the Indemnified Party shall give counsel selected by the Indemnifying Party notice (Friedman Kaplan Seiler & Adelman LLP and Edwards & Angell, LLP being xxxxxx axxxxxxbxx) xxd tx xxxxxve the texxx xx any xxxxxsed settlement (unless such settlement provides only, as to the Indemnified Party, the payment of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt money damages actually paid by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failureParty). The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so advance to the Indemnified Party within 30 days any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the receipt defense of any such notice from the Indemnified Party; provided, however, that if there exists action or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the proceeding. Each Indemnified Party shall be entitled agree in writing prior to retain its own counselany such advancement, at that in the expense of the Indemnifying Partyevent he or it receives any such advance, provided that the such Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event reimburse the Indemnifying Party exercises for such fees, costs, and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Article 9. The right accruing to an Indemnified Party under this Article 9 shall not exclude any other right to undertake which it or he may be lawfully entitled. Notwithstanding any such defense against any such Third Party Claim as provided aboveof the foregoing to the contrary, the provisions of this Article 9 shall not be construed so as to provide for the indemnification of any Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available for any liability to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available extent (but only to the Indemnified Partyextent) that such indemnification would be in violation of applicable law or such liability may not be waived, at modified, or limited under applicable law, but shall be construed so as to effectuate the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent provisions of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent this Article 9 to the entry of any judgment which does not include as an unconditional term thereof the delivery fullest extent permitted by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partylaw.

Procedures. The party seeking (a) If any Person who or which is entitled to seek indemnification under this Section 6 8.2 (an “Indemnified Party”) shall give each party from receives notice of the assertion or commencement of any Third-Party Claim against such Indemnified Party with respect to which the Person against whom or which such indemnification is being sought (each, an “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference obligated to the provisions of this Agreement in respect of which such right of provide indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party ClaimAgreement, the Indemnified Party shall will give the such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 days after receipt of such written notice of such Third Third-Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt Claim. Such notice by the Indemnified Party of such notice; provided, however, that will describe the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Third-Party Claim at its expense in reasonable detail, will include copies of all available material written evidence thereof and through counsel of its choice will indicate the estimated amount, if it gives notice of its intention to do so to the Indemnified Party within 30 days reasonably practicable, of the receipt of such notice from the Indemnified Party; provided, however, Damages that if there exists has been or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall may be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required sustained by the Indemnified Party. The Indemnifying Party shall notwill have the right to participate in, without the or, by giving written consent of notice to the Indemnified Party, (i) settle or compromise to assume, the defense of any Third Third-Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery at such Indemnifying Party’s own expense and by the claimant or plaintiff such Indemnifying Party’s own counsel (reasonably satisfactory to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect Party), and the Indemnified Party. Finally, no Third Party Claim which is being defended will cooperate in good faith by in such defense; provided, however, that the Indemnifying Party Company will be entitled to control the handling of any proceeding, claim, demand or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent assessments based on a claim for Taxes arising out of or relating to any taxable year or period of any of the Indemnifying PartySale Companies ending after the Closing Date.

Procedures. The party seeking In the event that a Party becomes aware of facts or events giving rise to obligations of the other Party under Sections 7.2, 7.3 or 7.4, the Party claiming such indemnification under this Section 6 (an the “Indemnified Party”) shall give each party from whom indemnification is being sought notify the indemnifying Party (each, an the “Indemnifying Party”) notice of any matter such fact or event in writing, setting forth specifically the obligation with respect to which the claim is made, the facts giving rise to and the alleged basis for which such Indemnified Party is seeking indemnificationclaim and, stating if known or reasonably ascertainable, the amount of the Damages, if known, and method of computation liability asserted or which may be asserted by reason thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) Such notice shall be governed by and contingent upon given as promptly as practicable following the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt discovery by the Indemnified Party of such noticefacts that constitute the basis for a claim against the Indemnified Party and that may give rise to a right of indemnity or promptly following receipt of notice of the assertion of a claim against the Indemnified Party that may give rise to a right of indemnity; provided, however, that the failure to provide such timely notice shall not release so notify the Indemnifying Party from of any such claim shall discharge the Indemnifying Party of its liabilities and obligations under this Section 6 except hereunder only if and to the extent that the Indemnifying Party is materially prejudiced by such failurethereby. The In the event of the assertion of a claim against the Indemnified Party that may give rise to a right of indemnity, the Indemnifying Party shall be entitled to assume and control have the defense of such Third Party Claim at its expense and through counsel of its choice if it gives right, upon written notice of its intention to do so to the Indemnified Party within 30 days (a “Defense Notice”) to defend against, compromise or settle such claim with counsel of the receipt of such notice from Indemnifying Party’s selection, which counsel shall be reasonably acceptable to the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available not consent to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession entry of any judgment or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, enter into any settlement without the prior written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any extent such judgment which or settlement does not include as an unconditional term thereof the delivery by the claimant or plaintiff to release of the Indemnified Party in connection with such claim or litigation; provided, further, if the Indemnified Party reasonably believes that separate counsel is required because of a written release from all liability in respect conflict of interest between the Indemnified Party and the Indemnifying Party that precludes effective joint representation, the Indemnified Party may retain separate counsel of its choice reasonably acceptable to the Indemnifying Party, which fees and expenses of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith counsel shall be borne by the Indemnifying Party to the extent such claim is determined to be an indemnifiable Loss under this ARTICLE VII. The Indemnified Party at its own expense shall provide such documents, records and other evidence in their possession, and access to such employees, as the Indemnifying Party may reasonably request, shall cooperate fully with the Indemnifying Party in defending such claim, and shall take no other action with regard to any indemnified claim or any investigation, proceeding or action relating thereto, which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent derogation of the Indemnifying Party’s right of control of defense and which has not been specifically requested or approved in advance by the Indemnifying Party.

Procedures. The Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification making the claim under this Section 6 ARTICLE XI (an the “Indemnified Party”) shall give each promptly provide written notice of such claim to the party from against whom indemnification such claim is being sought asserted under this ARTICLE XI (each, an the “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice); provided, however, that the failure to provide such timely notice shall not release notify the Indemnifying Party from will not relieve the Indemnifying Party of any of its obligations under this Section 6 liability or obligation that it may have to any Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control demonstrates that the defense of such Third claim is prejudiced by the Indemnified Party’s failure to give such notice. Such notice by the Indemnified Party Claim shall: (a) describe the claim in reasonable detail; (b) include copies of all material written evidence thereof; and (c) indicate the estimated amount, if known and reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and through counsel of its choice if it gives upon written notice of its intention to do so to the Indemnified Party within 30 thirty (30) days of the receipt of such notice from the Indemnified Party; provided’s request for indemnification, however, that if there exists or is may assume the defense of any such Action with counsel reasonably likely satisfactory to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for Party. Notwithstanding the same counsel to represent both the Indemnified Party and foregoing, the Indemnifying Party, then Party shall not be entitled to assume the defense (and the Indemnified Party shall be entitled to retain its own counsel, at have sole control over the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate be responsible for any reasonable attorneys’ fees or other reasonable expenses incurred by the Indemnified Party regarding its participation in the defense) of an Action if: (i) such Action involves criminal allegations against the Indemnified Party; (ii) such Action demands injunctive or other equitable relief against the Indemnified Party; (iii) the Indemnified Party reasonably determines, after consultation with its outside legal counsel, that a conflict of interest exists such that it would be inappropriate for a single counsel to represent both the Indemnifying Party and the Indemnified Party in connection with such defense and make available Action under applicable standards of legal ethics; or (iv) such Action involves an amount equal to more than twice the amount that the Indemnifying Party would be responsible for indemnity hereunder; provided, however, that the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified PartyIndemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed), (iA) settle or compromise any Third Party Claim third-party Action or (B) permit a default or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by judgment, in each case, unless the claimant or plaintiff and such party provide to the Indemnified Party of a written such other party an unqualified release from all liability in respect of the third-party Action. If the Indemnifying Party controls the defense of an Action, the Indemnified Party shall be entitled to participate in the defense of any such Third Action, with its counsel and at its own cost and expense, subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party Claim or does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any Losses resulting therefrom. The Seller Representative (on behalf of the Sellers) and Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any third-party Action, including: (i) making available records relating to such claim; and (ii) furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such claim. The Indemnifying Party shall not consent to the entry of a judgment or settle or compromise any Third Party Claim in any manner that may adversely affect Action without the Indemnified Party. Finally’s prior written consent (which consent shall not be unreasonably withheld, no Third conditioned or delayed); provided, however, that the Indemnifying Party Claim which is being defended may settle any Action without the Indemnified Party’s prior written consent that (i) only involves the payment of monetary damages that are paid in good faith full by the Indemnifying Party or which is being defended by and does not include any requirement that the Indemnified Party as provided above take or refrain from taking any actions other than compliance with any nondisclosure obligations related to the terms of such settlement contained in this Section 6(bthe settlement agreement, (ii) shall be settled by provides, in customary form, for the unconditional release of the Indemnified Party without from all liabilities and obligations in connection with such Action, (iii) does not involve any statement, finding or admission of any fault of, breach of contract by, or violation of Law by, the written consent Indemnified Party; (iv) includes a reasonable confidentiality obligation by the third party claimant of the Indemnifying Partyterms of the settlement in any settlement agreement; and (v) the Indemnified Party is an express third party beneficiary of the settlement agreement, entitled to enforce such settlement agreement.

Procedures. The Any party seeking indemnification under this Section 6 11.02 (an “the "Indemnified Party”") shall give each prompt notice to the party from against whom indemnification indemnity is being sought (each, an “the "Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification"), stating specifying to the extent known the amount and nature of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, and of any matter which in the Indemnified Party's opinion is likely to give rise to a Third Party Claim; provided that no delay on the part of the Indemnified Party shall give in notifying the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release relieve the Indemnifying Party from of any of its obligations under this Section 6 liability or obligation hereunder except to the extent that the Indemnifying Party is materially has been prejudiced by such failurethereby. The Indemnifying Party shall be entitled to assume may, and at the request of the Indemnified Party shall, participate in and control the defense of such any Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faithexpense. In the event If the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s assumes control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting of the defense against any such of a Third Party Claim, the Indemnifying Party shall cooperate with not be liable under Section 11.02 for any settlement effected by the Indemnified Party in such defense and make available to the Indemnified Party, at without its consent of any Third Party Claim. If the Indemnifying Party’s expenseParty assumes control of the defense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (i) settle or compromise enter into any Third Party Claim or consent to the entry of any judgment which settlement that does not include as contain an unconditional term thereof the delivery by the claimant or plaintiff to release of the Indemnified Party of or that imposes a written release from all liability in respect of such Third Party Claim monetary or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect other continuing obligation on the Indemnified Party. FinallyNotwithstanding the foregoing, no if the Indemnifying Party assumes control of the defense of a Third Party Claim which is being defended and if the Indemnified Party later determines in good faith that a Third Party Claim is likely to materially adversely affect it or its business in a manner that may not be adequately compensated by money damages, then the Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise, or settle such claim, all attorneys' fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim shall be at the Indemnified Party's expense and shall not be eligible for indemnification from the Indemnifying Party, but the Indemnified Party shall be entitled to be indemnified by the Indemnifying Party or which is being defended for the full amount of any other Damages suffered by the Indemnified Party as provided above a result of or arising out of the Third Party Claim. The party controlling the defense of any third party suit, action or proceeding shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in this Section 6(b) shall be settled good faith recommendations made by the Indemnified Party without the written consent of the Indemnifying Partyother party with respect thereto.

Procedures. The Any party seeking indemnification under this Section 6 (an “the "Indemnified Party”") shall give each notice to the other party from whom indemnification is being sought (each, an “the "Indemnifying Party”") notice within 15 business days after actual receipt of service or summons to appear in any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement action begun in respect of which such right indemnify may be sought hereunder, or actual notice of indemnification is claimed or arises. The obligations assertion of an Indemnifying Party under this Section 6 a claim with respect to Damages arising which it or they seek indemnification. The failure so to notify the Indemnifying Party shall not cause the Indemnified Party to lose its right to indemnification under this Agreement. The Indemnifying Party may participate at its own expense and with its counsel in the defense of such action. If the Indemnifying Party so elects within a reasonable time after receipt of such notice it may assume the defense of such action with counsel chosen by the Indemnifying Party, unless the Indemnified Party reasonably objects to such assumption on the ground that its counsel has advised it that there may be legal defenses available to it that are different from any claims of any third party which are subject or in addition to those available to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third and counsel for the Indemnifying Party Claimconcurs in such advice, in which case the Indemnified Party shall give have the right to employ counsel. If the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control assumes the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claimaction, the Indemnifying Party shall cooperate with not be liable for fees and expenses of counsel for the Indemnified Party incurred thereafter in connection with such defense action. In no event shall be Indemnifying Party be liable for the fees and make available to the expenses of more than one counsel for all Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information Parties in connection with any one action or separate but similar or related actions in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent same jurisdiction arising out of the Indemnified Party, (i) settle same general allegations or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partycircumstances.

Procedures. The party seeking (i) Any Buyer Indemnitee that intends to seek indemnification under this Section 6 for any Losses hereunder shall promptly deliver to the Seller a notice (an a “Indemnified PartyLoss Notice”) describing in reasonable detail the facts giving rise to any Losses (and any underlying Action or Proceeding) and setting forth all claims and shall give each party from whom indemnification is being sought include in such Loss Notice (each, an “Indemnifying Party”if then known) notice the amount or the method of any matter for which such Indemnified Party is seeking indemnification, stating computation of the amount of the Damages, if known, such Loss and method of computation thereof, and containing a reference to the provisions provision of this Agreement or any other Closing Deliverable executed or delivered pursuant hereto or in respect of connection herewith upon which such right of indemnification Loss is claimed based. To the extent the Loss Notice pertains to an Action or arises. The obligations of an Indemnifying Party Proceeding brought by a third Person: (A) the failure to notify the Seller shall not relieve it from any liability which it may have under this Section 6 with respect to Damages arising from any claims of any third party which are subject 9 except to the indemnification provided for extent it has been materially prejudiced by such failure; (B) the Seller shall be entitled to participate therein and, to the extent that it wishes, to assume the defense of such Action or Proceeding with counsel of its own choosing and at its own expense, in which case the Seller shall not be liable to such Buyer Indemnitee under this Section 6 collectively, (“Third Party Claims”) shall be governed 9 for any legal or other expenses subsequently incurred by and contingent upon such Buyer Indemnitee in connection with the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such noticedefense thereof; provided, however, that such Buyer Indemnitee shall have the failure right to provide such timely notice shall not release the Indemnifying Party from employ one counsel (plus one local counsel) to represent it and any other Buyer Indemnitees who may be subject to liability arising out of its obligations any Action or Proceeding in respect of which indemnity may be sought under this Section 6 except to 9 if (1) the extent Seller and the Indemnifying Party is materially prejudiced Buyer Indemnitee shall have so mutually agreed or (2) the named parties in any such proceeding (including any impleaded parties) include both the Buyer Indemnitees, on the one hand, and the Seller, on the other hand, and representation of both sets of parties by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel would be inappropriate due to represent both actual or potential differing interests between them, and in any such event the Indemnified Party reasonable fees and the Indemnifying Party, then the Indemnified Party expenses of such separate counsel shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required paid by the Indemnifying Party. Similarly, in Seller; (C) neither the event the Indemnified Party is, directly or indirectly, conducting the defense against Seller nor any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall notBuyer Indemnitee shall, without the prior written consent of the Indemnified Partyother party, (i) which consent shall not be unreasonably withheld, settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as with respect to any such pending or threatened Action or Proceeding unless such settlement, compromise or consent includes an unconditional term thereof release of each Buyer Indemnitee or Seller, as the delivery by the claimant or plaintiff to the Indemnified Party of a written release case may be, from all liability in respect arising out of such Third Party Claim Action or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying PartyProceeding.

Procedures. The (a) If an Event of Breach occurs or is alleged and any party seeking indemnification under this Section 6 (an “the "Indemnified Party”") shall give each asserts that another party from whom indemnification is being sought (each, an “the "Indemnifying Party”") notice has become obligated pursuant to Sections 9.1 or 9.2, or if any third-party suit, action, investigation, claim or proceeding is begun, made or instituted as a result of any matter for which such the Indemnifying Party may become obligated to the Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claimhereunder, the Indemnified Party shall give written notice to the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failureParty. The Indemnifying Party shall be entitled agrees to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to promptly defend, contest or otherwise protect the Indemnified Party within 30 days against any such suit, action, investigation, claim or proceeding at the Indemnifying Party's sole cost and expense. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the receipt of such notice from the Indemnified Party; provided's choice and shall in any event cooperate with and assist the Indemnifying Party to the extent reasonably possible. If the Indemnifying Party fails to promptly defend, howevercontest or otherwise protect against such suit, that if there exists action, investigation, claim or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of proceeding, the Indemnified Party (upon advice of counsel) for shall have the same counsel right to represent both do so, including, without limitation, the Indemnified Party right to make any compromise or settlement thereof, and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at recover the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event entire cost thereof from the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim including without limitation, reasonable attorneys' fees, disbursements and amounts paid as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect result of such Third Party Claim suit, action, investigation, claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partyproceeding.

Procedures. The party seeking Claims for indemnification under this Section 6 Agreement shall be asserted and resolved as follows: (a) Any Buyer Indemnitee or Seller Indemnitee claiming indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification hereunder shall give each party from whom indemnification is being sought (each, an i) notify the other Party (the “Indemnifying Party”) notice of any matter for the Third Party Claim within thirty (30) days of the date on which such the Indemnified Party is seeking indemnificationknows or should have known of the Third Party Claim, stating and (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the basis of the Indemnified Party’s request for indemnification under this Agreement and the amount of the DamagesDamages estimated to arise therefrom. Subject to Section 10.01, if known, and method of computation thereof, and containing a reference failure to timely provide such Claim Notice shall not affect the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; providedParty’s indemnification hereunder, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failuredelay or omission. (b) The Indemnifying Party shall have the right to defend any such Third Party Claim, upon notice to the Indemnified Party within fifteen (15) days of receipt of a Claim Notice in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume and control the defense of any Third Party Claim for equitable or injunctive relief or any claim that would impose criminal liability. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim at its expense and through counsel within the time period or in accordance with the first sentence of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; providedthis Section 9.03(b), however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall have the right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be entitled to retain its own counsel, at the expense of the Indemnifying Indemnified Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event If the Indemnifying Party exercises assumes the right to undertake defense of any such defense against any such Third Party Claim as provided aboveClaim, the Indemnified Party shall shall, at the Indemnifying Party’s expense (but only if the Indemnified Party is actually entitled to indemnification hereunder), cooperate with 53 the Indemnifying Party in such defense and and, at no cost to the Indemnifying Party, make available to the Indemnifying Party, at the Indemnifying Party's expense, Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in If the event the Indemnified Indemnifying Party is, directly or indirectly, conducting assumes the defense against of any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in have full control of such defense and make available to proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, not enter into any settlement agreement without the written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed) unless, in the case of the Indemnifying Party being Seller or its Affiliates, such settlement agreement also covers in all material respects at least a part of the Retained Business that is subject to the same Third Party Claim and the Business is treated in a substantially similar manner as the Retained Business (iother than exceptions related to the size of the Business relative to the Retained Business) settle in such settlement agreement. The Indemnified Party may participate in, but not control, any defense or compromise settlement of any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery controlled by the claimant or plaintiff Indemnifying Party pursuant to this Section 10.03(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party is not defending the Indemnified Party pursuant to Section 10.03(b), then the Indemnified Party shall defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party, in all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of a written release from all liability in respect such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finallyif indemnification is to be sought hereunder, no Third Party Claim which is being defended in good faith by without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or which is being defended settlement controlled by the Indemnified Party as provided above in pursuant to this Section 6(b11.03(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Damage or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall be settled deliver a Claim Notice in respect thereof to the Indemnifying Party within 30 days of the date on which the Indemnified Party knows of the Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article X. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party without the written consent in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. Buyer and Seller hereby covenant and agree that, to the extent there is a disagreement with respect to a Direct Claim, they shall endeavor to negotiate in good faith to arrive at a resolution of such disagreement. (e) Notwithstanding anything to the contrary contained herein, Seller shall have the sole and absolute right to defend and control the defense of each of the matters set forth on Schedule 4.10, and such right to defend and control shall not be subject to the requirements or limitations otherwise set forth in this Section 10.03 in respect of Third Party Claims. 54 Section 10.04.

Procedures. The If a party seeking hereto seeks indemnification under this Section 6 Article VIII, such party (an “the "Indemnified Party”") shall give each written notice to the other party from whom indemnification is being sought (each, an “the "Indemnifying Party”") within five (5) days after receiving written notice of any matter action, lawsuit, proceeding, investigation, or other claim against it (if by a third party) or discovering the liability, obligation, or facts giving rise to such claim for which such Indemnified Party is seeking indemnification, stating describing the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the Damagesextent such failure shall have prejudiced the Indemnifying Party. In that regard, if knownany action, and method of computation thereoflawsuit, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed proceeding, investigation, or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of other claim shall be brought or asserted by any third party which are subject to which, if adversely determined, would entitle the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claimto indemnity pursuant to this Article VIII, the Indemnified Party shall give shall, within five (5) days, notify the Indemnifying Party notice of the same in writing, specifying in detail the basis of such Third Party Claim within such time frame as is necessary to allow for a timely response claim and in any event within 30 days of the receipt by facts pertaining thereto and the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control participate in the defense of such Third Party Claim action, lawsuit, proceeding, investigation, or other claim giving rise to the Indemnified Party's claim for indemnification at its the Indemnifying Party's expense and through option (subject to the limitations set forth below) shall be entitled to control and appoint lead counsel of such defense with reputable counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party's right to assume control of such defense, it must first acknowledge in writing its choice obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such claim; and provided further that the Indemnifying Party shall not have the right to assume control of such defense and shall pay the fees and expenses of reputable counsel reasonably acceptable to the Indemnifying Party retained by the Indemnified Party, if it gives notice of its intention the claim which the Indemnifying Party seeks to do so assume control (each, an "Indemnified Party Controlled Proceeding") (i) involves a claim which the Indemnified Party reasonably believes could be detrimental to or injure the Indemnified Party's reputation, customer or supplier relations or future business prospects, (ii) seeks non-monetary relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages), (iii) involves criminal allegations, (iv) is one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party within 30 days of the receipt of such notice which are different from the Indemnified Party; provided, however, that if there exists or is reasonably likely additional to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make those available to the Indemnifying Party, at or (v) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. If the Indemnifying Party is permitted to assume and control the defense and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party that are incurred after the Indemnifying Party's expense, all witnesses, pertinent records, materials assumption and information in control of the defense shall be at the expense of the Indemnified Party’s possession or under Party unless the Indemnified Party’s control relating thereto as is reasonably required employment thereof has been specifically authorized by the Indemnifying PartyParty in writing. Similarly, in If the event the Indemnified Indemnifying Party is, directly or indirectly, conducting shall control the defense against of any such Third Party Claimclaim, the Indemnifying Party shall cooperate with obtain the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld, (iconditioned or delayed) settle before entering into any settlement of a claim or compromise any Third Party Claim ceasing to defend such claim, if pursuant to or consent to the entry as a result of any judgment which does not include as an unconditional term thereof the delivery by the claimant such settlement or plaintiff to cessation, injunction, or other equitable relief will be imposed against the Indemnified Party of a written or if such settlement does not expressly unconditionally release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partyfrom all liabilities and obligations with respect to such claim.

Procedures. The party seeking (a) If any of the Indemnified Parties determines to seek indemnification under this Section 6 (an “Indemnified Party”) shall give each party Article XI with respect to any Loss and Expense resulting from whom indemnification is being sought (eachthe assertion of liability by third parties, an “Indemnifying Party”) notice of any matter for which such Indemnified Party shall give notice to the Buyer within 30 days of such Indemnified Party becoming aware of any such Loss and Expense, or of facts upon which any such Loss and Expense will be based. The notice shall set forth such material information with respect thereto as is seeking indemnificationthen reasonably available to such Indemnified Party. In case any such liability is asserted against an Indemnified Party, stating and such Indemnified Party notifies the amount of Buyer thereof, the DamagesBuyer will be entitled, if knownit so elects by written notice delivered to such Indemnified Party within 20 days after receiving such Indemnified Party's notice, and method of computation thereof, and containing a reference to assume the provisions of this Agreement in respect of which defense thereof with counsel satisfactory to such right of indemnification is claimed or arisesIndemnified Party. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to Notwithstanding the indemnification provided for in this Section 6 collectivelyforegoing, (“Third Party Claims”i) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice also have the right to employ its own counsel in any such case, but the fees and expenses of any Third such counsel shall be at the expense of such Indemnified Party Claim, the unless such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as reasonably determine that there is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the between or among such Indemnified Party and the Indemnifying PartyBuyer with respect to such Loss and Expense in which case the fees and expenses of such counsel will be borne by the Buyer, then the (ii) such Indemnified Party shall be entitled not have any obligation to retain its own counselgive any notice of any assertion of liability by a third party unless such assertion is in writing, at and (iii) the expense rights of the Indemnifying Party, provided that the any Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party.be

Procedures. The (a) A party seeking indemnification under this Section 6 pursuant to Sections 7.2 or 7.3 (an “Indemnified Party”) shall give each prompt notice to the party from whom such indemnification is being sought (each, an the “Indemnifying Party”) notice of the assertion of any matter for which such Indemnified Party is seeking indemnificationclaim or assessment, stating or the amount commencement of the Damagesany action, if knownsuit, and method of computation thereofaudit or proceeding, and containing by a reference to the provisions of this Agreement third party in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, indemnity may be sought hereunder (a “Third Party ClaimsClaim”) and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall be governed by and contingent upon relieve the following additional terms and conditions: if an Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). Thereafter, the Indemnified Party shall receive initial deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party shall fail to assume the defense of the Third Party Claim within such thirty (30) day period, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. Regardless of whether the Indemnifying Party elects to assume the defense of any such Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at without the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partyconsent.

Procedures. The Each party seeking entitled to indemnification under this Section 6 Agreement (each, an “Indemnified Party”) shall give each notice to the party from whom required to provide indemnification is being sought (each, an the “Indemnifying Party”) notice of any matter for which promptly after such Indemnified Party is seeking indemnification, stating the amount has actual knowledge of the Damages, if knownany Claim as to which indemnity may be sought, and method shall permit the Indemnifying Party to assume the defense of computation thereofany such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, may participate in such defense at such party’s expense (unless the Indemnified Party shall give the Indemnifying Party notice have reasonably concluded based upon a written opinion of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, counsel that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall there may be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in between the judgment of Indemnifying Party and the Indemnified Party (upon advice in such action, in which case the fees and expenses of counsel) one such counsel for the same counsel to represent both the all Indemnified Party and the Indemnifying Party, then the Indemnified Party Parties shall be entitled to retain its own counsel, at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party and such counsel to give notice as provided herein shall contest such Third Party Claims in good faith. In the event not relieve the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with of its obligations under this Agreement unless the Indemnifying Party in such defense and make available to the is materially prejudiced thereby. No Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession investigation or under defense of any such Claim shall, except with the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the consent of each Indemnified Party is(which consent shall not be unreasonably withheld or delayed), directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment or enter into any settlement or compromise which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to a release of the Indemnified Party of a written release from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying PartyClaim.

Procedures. The party seeking (a) If any Person who or which is entitled to seek indemnification under this Section 6 9.2 (an “"Indemnified Party”") shall give each party from receives notice of the assertion or commencement of any Third-Party Claim against such Indemnified Party with respect to which the Person against whom or which such indemnification is being sought (each, an “"Indemnifying Party”") notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference obligated to the provisions of this Agreement in respect of which such right of provide indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party ClaimAgreement, the Indemnified Party shall will give the such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 days after receipt of such written notice of such Third Third-Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt Claim. Such notice by the Indemnified Party of such notice; provided, however, that will describe the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Third-Party Claim at its expense in reasonable detail, will include copies of all available material written evidence thereof and through counsel of its choice will indicate the estimated amount, if it gives notice of its intention to do so to the Indemnified Party within 30 days reasonably practicable, of the receipt of such notice from the Indemnified Party; provided, however, Damages that if there exists has been or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall may be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required sustained by the Indemnified Party. The Indemnifying Party shall notwill have the right to participate in, without the or, by giving written consent of notice to the Indemnified Party, (i) settle or compromise to assume, the defense of any Third Third-Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery at such Indemnifying Party's own expense and by the claimant or plaintiff such Indemnifying Party's own counsel (reasonably satisfactory to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect Party), and the Indemnified Party. Finally, no Third Party Claim which is being defended will cooperate in good faith by in such defense; provided, however, that IAC will be entitled to control the Indemnifying Party handling of any proceeding, claim, demand or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent assessments based on a claim for Taxes arising out of or relating to any taxable year or period of any of the Indemnifying PartySale Companies ending after the Closing Date.

Procedures. The Promptly after receipt by the party seeking indemnification under this Section 6 (an the “Indemnified PartyPerson”) shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) of notice of any matter for demand, claim or circumstances which such Indemnified Party is seeking indemnification, stating would or might give rise to a claim or the amount commencement of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement any Proceeding in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under indemnity may be sought pursuant to this Section 6 with respect to Damages arising 4.9, such Indemnified Person shall promptly notify the Person from any claims of any third party which are subject to whom indemnity is sought (the indemnification provided for in this Section 6 collectively, (“Third Party ClaimsIndemnifying Person”) shall be governed by in writing and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice Person shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Third Party Claim within Indemnified Person, and shall assume the payment of all fees and expenses relating to such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such noticeProceeding; provided, however, that the failure of any Indemnified Person so to provide such timely notice notify the Indemnifying Person shall not release relieve the Indemnifying Party from any Person of its obligations under this Section 6 hereunder except to the extent that the Indemnifying Party Person is actually and materially prejudiced by such failurefailure to notify. The Indemnifying Party In any such Proceeding, any Indemnified Person shall be entitled to assume and control have the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Indemnifying Party, provided that Person and the Indemnified Party and Person shall have mutually agreed to the retention of such counsel shall contest such Third Party Claims in good faith. In the event counsel; (ii) the Indemnifying Party exercises Person shall have failed promptly to assume the right defense of such Proceeding and to undertake any employ counsel reasonably satisfactory to such defense against any Indemnified Person in such Third Party Claim as provided above, Proceeding; (iii) the Indemnified Party Person shall cooperate with the Indemnifying Party have reasonably concluded that there may be legal defenses available to it that are different from or in such defense and make addition to those available to the Indemnifying PartyPerson or (iv) in the reasonable judgment of counsel to such Indemnified Person, at representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case the Indemnifying Party's expense, all witnesses, pertinent records, materials Person shall be responsible for the reasonable fees and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any expenses of no more than one such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Partyseparate counsel. The Indemnifying Party Person shall notnot be liable for any settlement of any Proceeding effected without its written consent, without which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified PartyPerson, (i) settle which consent shall not be unreasonably withheld, delayed or compromise conditioned, the Indemnifying Person shall not effect any Third Party Claim or consent to the entry settlement of any judgment pending or threatened Proceeding in respect of which does not include as any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional term thereof release of such Indemnified Person from all liability arising out of such Proceeding. The indemnity and contribution agreements contained in this Section 4.9 are in addition to any liability that the delivery by the claimant or plaintiff Indemnifying Person may have to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified PartyPersons. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party.30

Procedures. The (a) Any party seeking indemnification under this Section 6 Article VII (an “Indemnified PartyPerson”) shall give each notify the party from whom indemnification is being sought (each, an “Indemnifying PartyPerson”) notice ); provided that if indemnification is being sought by Rajax pursuant to Section 7.2(a), references in this Section 7.7 to any Indemnifying Person shall refer to the Xiaodu Shareholders Representative, acting on behalf of such Indemnifying Persons, and if indemnification is being sought against Rajax pursuant to Section 7.4, references in this Section 7.7 to any Indemnified Person shall refer to the Xiaodu Shareholders Representative, acting on behalf of such Indemnified Persons, save that any Notice to be given to the Xiaodu Shareholders in respect of any matter for which indemnification sought pursuant to Section 7.2(a) shall be given to all Xiaodu Shareholders in writing of any facts or circumstances (including any action against such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement Person) in respect of which such right any Indemnifying Person is or may be obligated to provide indemnification hereunder promptly after the receipt of indemnification is claimed notice or arisesKnowledge thereof. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to Such notice (the indemnification provided for in this Section 6 collectively, (“Third Party ClaimsNotice”) shall be governed by set forth in reasonable detail the facts and contingent upon circumstances giving rise to such claim, the following additional terms basis for indemnification and conditions: if an the good faith estimated amount of Indemnifiable Losses for which indemnification is sought (taking into account the information then available to the Indemnified Party shall receive initial notice Person). The failure of any Third Party Claim, the Indemnified Party shall give the Person to notify any Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice Person shall not release the relieve any Indemnifying Party Person from any of its obligations Liability which it may have to such Indemnified Person under this Section 6 except Article VII, unless and to the extent the failure to so notify materially prejudices the Indemnifying Party is materially prejudiced by Person. If the Indemnifying Person has timely disputed its indemnity obligation for any Indemnifiable Losses with respect to such failure. The Indemnifying Party claim, the Parties shall be entitled proceed in good faith to assume and control the defense negotiate a resolution of such Third Party Claim at its expense and dispute and, if not resolved through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party negotiations within 30 thirty (30) days after delivery of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyPerson, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) dispute shall be settled resolved by the Indemnified Party without the written consent of the Indemnifying Partyarbitration pursuant to Section 10.3.

Procedures. The party seeking A Party (the "Indemnitee") that intends to claim indemnification under this Section 6 Article 11 shall promptly notify the other Party (an “Indemnified Party”the "Indemnitor") shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) notice in writing of any matter for which such Indemnified Party is seeking indemnificationclaim, stating the amount complaint, suit, proceeding or cause of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement action in respect of which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a "Claim"), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of indemnification is claimed or arisesits own choosing in the defense and/or settlement of such Claim. The obligations of an Indemnifying Party indemnification under this Section 6 Article 11 shall not apply to amounts paid with respect to Damages arising from any claims settlement of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: Claim if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as settlement is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, effected without the written consent of the Indemnified PartyIndemnitor, (i) settle which consent will not be unreasonably withheld or compromise any Third Party Claim or consent delayed. The failure to deliver written notice to the entry Indemnitor within a reasonable period of time after the commencement of any judgment which does not include as an unconditional term thereof the delivery by the claimant such claim, suit or plaintiff proceeding, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnified Party Indemnitee under this Article 11, but the omission to so deliver written notice to the Indemnitor shall not relieve the Indemnitor of any other liability to the Indemnitee not covered under this Article 11. Without limiting the foregoing, the Indemnitee shall keep the Indemnitor fully informed of the progress of any Claim for which it intends to claim indemnification under this Article 11. It is understood that only SuperGen may claim indemnity under this Article 11 (on its own behalf or on behalf of an SuperGen Indemnitee), and other SuperGen Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only EuroGen may claim indemnity under this Article 11 (on its own behalf or on behalf of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that EuroGen Indemnitee), and other EuroGen Indemnitees may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partynot directly claim indemnity hereunder.

Procedures. The party seeking (a) Any Person making a claim for indemnification under this Article IX or under Section 6 11.03(a) (an “Indemnified PartyIndemnitee” it being understood and agreed that only the Stockholder Representative shall have the right to make a claim for indemnification under this Article IX on behalf of the Equityholder Parties (except for claims under Section 8.02 or Section 13.19) and only the Purchaser shall have the right to make a claim for indemnification under this Article IX or Section 11.03(a) on behalf of the Purchaser Parties) shall notify the Purchaser (in the case of a claim by the Stockholder Representative on behalf of the Equityholder Parties) or the Stockholder Representative (in the case of a claim by the Purchaser on behalf of the Purchaser Parties) (in such context, the Purchaser or the Stockholder Representative being referred to herein as an “Indemnitor”) shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) of the claim in writing promptly after receiving written notice of any matter pending or threatened action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or discovering the liability, obligation, or facts giving rise to such claim for which such Indemnified Party is seeking indemnification, stating describing in reasonable detail the claim, the amount thereof (if known and quantifiable) and the basis thereof (it being understood that such Indemnitee may assert a claim for indemnification hereunder by sending written notice to the Indemnitor pursuant to the terms of this Agreement, and shall not be required to file an actual claim for indemnification with a Governmental Entity in order to properly deliver a notice of a claim hereunder); provided that (i) subject to Section 9.01, the failure to so notify the Indemnitor shall not relieve the Indemnitor of its obligations hereunder except to the extent, and only to the extent, the Indemnitor shall have been prejudiced as a result of such failure, and (ii) references to payment obligations or similar references of the DamagesIndemnitor when the Indemnitor is the Stockholder Representative shall only be satisfied out of the Indemnity Escrow Amount then remaining and available in the Escrow Account pursuant to Section 9.02 and the Escrow Agreement. In that regard, if knownany action, and method of computation thereoflawsuit, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed proceeding, investigation, or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of other claim shall be brought or asserted by any third party which are which, if adversely determined, would entitle the Indemnitee to indemnity pursuant to this Article IX or under Section 11.03(a), the Indemnitee shall promptly notify the Indemnitor of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto, but, subject to the indemnification provided for in this Section 6 collectively9.01, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice notification shall not release affect the Indemnifying Party from any rights of its obligations under this Section 6 the Indemnitee hereunder except to the extent set forth in clause (i) to the Indemnifying Party is materially prejudiced by proviso to the preceding sentence. Any Indemnitor shall be entitled to participate in the defense of such failure. The Indemnifying Party action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option shall be entitled to assume and control the defense thereof with reputable counsel reasonably acceptable to the Indemnitee; provided that any Indemnitor shall continue to be entitled to assert any limitation on any claims contained herein; and provided further that, except with respect to claims under or that relate to the subject matter of the indemnities set forth in Sections 9.02(a)(iii) through 9.02(a)(vi) (which the Stockholder Representative shall have the right to control both the prosecution and defense of, notwithstanding anything to the contrary set forth herein) the Indemnitor shall not have the right to assume control of such Third Party Claim at its expense defense and through shall pay the fees and expenses of reputable counsel of its choice if it gives notice of its intention to do so retained by the Indemnitee and reasonably acceptable to the Indemnified Party within 30 days of Indemnitor, if the receipt of such notice from claim which the Indemnified Party; providedIndemnitor seeks to control (t) seeks equitable or injunctive relief, howeverexcept where equitable or injunctive relief is incidental to a primary claim or claims for monetary damages, that if there exists or is (u) involves primarily criminal allegations, (v) would reasonably likely be expected to exist a conflict of interest that would make it inappropriate result in greater liability to the Indemnitee than the Indemnitor, taking into account the amounts remaining in the judgment of Escrow Account (but not the Indemnified Party Deductible and other limitations on indemnification herein); (upon w) is one in which the Indemnitor is also a party and, based on the advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall joint representation would be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make inappropriate or there may be legal defenses available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession Indemnitee that are different from or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make additional to those available to the Indemnified PartyIndemnitor, at the Indemnifying Party’s expenseor (x) involves a claim which, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required upon petition by the Indemnified PartyIndemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend (each of clauses (t) through (x), a “Litigation Condition”). The Indemnifying Party Notwithstanding anything to the contrary in this Agreement, if an Indemnitee is otherwise permitted to make a claim for indemnification under Article IX or Section 11.03(a), it shall notnot be prohibited from making such claim solely because it has not yet actually suffered or incurred a Loss in respect of such potential claim. However, without the written consent prior to bringing any such claim, in addition to and not in limitation of the Indemnified Partyother provisions of Article IX and Section 11.03, (i) settle such Indemnitee must have determined in good faith that it anticipates that such indemnifiable Loss may be suffered and (ii) in the case of claims involving potential liabilities to third parties, there must be a significant precipitating event from such third party (or compromise any Third Party Claim or consent to from the entry of any judgment which does not include as an unconditional term thereof Purchaser or, after the delivery Closing, by the claimant Surviving Corporation or plaintiff any of the Company’s Subsidiaries, as contemplated by Section 9.04(b)) of its own initiative that gives rise to a threat of such Loss (such a precipitating event would be in the Indemnified Party nature of a written release from all liability lawsuit being filed against the Indemnitee, a business dispute arising or, in the case of claims involving liabilities to Governmental Authorities, a mandatory or voluntary disclosure by the Purchaser or after the Closing by the Surviving Corporation or any of the Company’s Subsidiaries as contemplated by Section 9.04(b) or the applicable Governmental Authority requiring that the Company or its Subsidiaries make a payment in respect of such Third Party Claim or (iimatter). Notwithstanding the foregoing, the Purchaser shall comply with item 1(ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying PartySpecific Indemnity Schedule.

Procedures. The (a) For purposes hereof, a "Third Party Claim" is a claim asserted against an Indemnified Person by a person other than a party seeking to this Agreement. A Person that has (or believes that it has) a claim for indemnification under this Section 6 Article 7 (an “"Indemnified Party”Person") shall give each party from whom written notice to the person who has the indemnification is being sought obligation (each, an “Indemnifying PartyPerson” and collectively, the “Indemnifying Persons”) notice (a “Claim Notice”), requesting indemnification and describing in reasonable detail to the extent then known the nature of any matter for which such the indemnification claim being asserted by the Indemnified Party is seeking indemnificationPerson, stating providing therein an estimate of the amount of Losses attributable to the Damages, if knownclaim to the extent feasible (which estimate may be but shall not necessarily be conclusive of the final amount of such claim), and method of computation thereof, also providing therein the basis for and containing a reference to factual circumstances surrounding the provisions of this Agreement in respect of which such right of Indemnified Person’s request for indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such noticeArticle 7; provided, however, that if the claim relates to a breach of an obligation by one Indemnifying Person only, then the Claim Notice only needs to be delivered to such Indemnifying Person. A copy of all papers served on or received by the Indemnified Person with respect to a Third Party Claim, if any, shall be attached to the Claim Notice. The failure of an Indemnified Person to provide such timely notice properly deliver a Claim Notice to the Indemnifying Person with respect to a Third Party Claim shall not release defeat or prejudice the Indemnifying Party from any of its obligations indemnification rights under this Section 6 Article 7 of such Indemnified Person with respect to the related Third Party Claim unless and except to the extent that the Indemnifying Party resulting delay is materially prejudiced by such failureprejudicial to the defense of the Third Party Claim or the amount of Losses associated therewith. The Indemnifying Party shall be entitled Persons to assume and control whom a Claim Notice is delivered shall, within twenty (20) days (or 15 days if the defense of such claim is a Third Party Claim) after delivery of a Claim at its expense and through counsel of its choice if it gives Notice (the "Objection Period") to them, deliver written notice of its intention to do so to the Indemnified Party within 30 days of Person whether such Indemnifying Person admits or disputes the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate claim described in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party Claim Notice, and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such case of a Third Party Claim, whether the Indemnifying Person (or Persons) will assume the defense of the Third Party shall cooperate with Claim. If an Indemnifying Person to whom a Claim Notice is delivered notifies the Indemnified Party Person in writing that he disputes such defense and make available to claim for indemnification, or that he admits the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent entitlement of the Indemnified PartyPerson to indemnification under this Article 7 with respect thereto but disputes the amount of the Losses in connection therewith, (i) settle or compromise any Third Party Claim or consent prior to the entry expiration of any judgment which does not include the Objection Period, then as an unconditional term thereof to such Indemnifying Person the delivery by indemnification claim described in the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) Notice shall be settled a disputed indemnification claim (a "Disputed Claim") that must be resolved by the Indemnified Party without the written consent of the an agreement between such Indemnifying PartyPerson and Parent or by arbitration in accordance with this Agreement.

Procedures. The (a) A party seeking indemnification under this Section 6 pursuant to Sections 7.2 or 7.3 (an “"Indemnified Party”") shall give each prompt notice to the party from whom such indemnification is being sought (each, an “the "Indemnifying Party”") notice of the assertion of any matter for which such Indemnified Party is seeking indemnificationclaim or assessment, stating or the amount commencement of the Damagesany action, if knownsuit, and method of computation thereofaudit or proceeding, and containing by a reference to the provisions of this Agreement third 29 35 party in respect of which indemnity may be sought hereunder (a "Third Party Claim") and will give the Indemnifying Party such right information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of indemnification is claimed or arisesany liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). The obligations of an Indemnifying Party under this Section 6 with respect shall have the right, exercisable by written notice (the "Notice") to Damages arising the Indemnified Party within thirty (30) days of receipt of notice from any claims the Indemnified Party of the commencement or assertion of any third party which are Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall be deemed to have irrevocably accepted the matter as a claim subject to indemnification pursuant to this Article 7, and provided that the indemnification provided for in this Section 6 collectively, (“Indemnifying Party thereafter diligently and continuously pursues the defense of the Third Party Claims”) Claim, the Indemnifying Party shall not be governed by and contingent upon liable to the following additional terms and conditions: if an Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party shall receive initial notice fail to assume the defense of any the Third Party Claim within such thirty (30) day period, or subsequently fails to diligently and continuously pursue the defense of the Third Party Claim, the Indemnified Party shall give have the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary right to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control undertake the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense on behalf of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right elects to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting assume the defense against of any such Third Party Claim, the Indemnifying Indemnified Party shall cooperate not admit any liability with the Indemnified Party in such defense and make available to the Indemnified Partyrespect to, at the Indemnifying Party’s expenseor settle, all such witnesses, records, materials and information in the Indemnifying Party’s possession compromise or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of discharge such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party's prior written consent.

Procedures. The party seeking If any demands or claims are asserted against a Person entitled to indemnification under this Section 6 9.2 or Section 9.2(f) (an “Indemnified Party”) shall give each party from whom indemnification is being sought or any actions, suits, or proceedings are commenced against an Indemnified Party by a Person not a Party or an Affiliate of a Party for which a Party (each, an the “Indemnifying Party”) notice of any matter for which is obligated to indemnify such Indemnified Party is seeking indemnification(a “Third Party Claim”), stating the amount Indemnified Party will give prompt notice to the Indemnifying Party in order to permit Indemnifying Party the necessary time to evaluate the merits of such Third Party Claim, but the failure of an Indemnified Party to give prompt notice to the Indemnifying Party shall not affect the rights of the DamagesIndemnified Party to indemnification hereunder, if known, and method of computation thereof, and containing a reference except to the provisions extent any such failure materially prejudices the rights of this Agreement the Indemnifying Party. The Indemnifying Party will have the right, but not the obligation, to assume the defense of any such claim at its own expense with counsel reasonably satisfactory to the Indemnified Party so long as the Indemnifying Party acknowledges in writing that the Indemnified Party is entitled to indemnification hereunder in respect of which the Losses subject to such right of indemnification is claimed or arises. The obligations of an Third Party Claim and so long as the Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to notifies the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial in writing that it is assuming the defense of such claim within 20 days after receipt of notice of any Third Party Claimthe claim from Indemnified Party, the Indemnified Party shall give have the Indemnifying Party notice right to be informed and consulted with respect to the negotiation, settlement or defense of such Third Party Claim within and to retain counsel to act on its behalf, but the fees and disbursements of such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt counsel shall be paid by the Indemnified Party of such noticeParty; provided, however, provided that the failure to provide such timely notice shall not release if the Indemnifying Party from any assumes control of its obligations under this Section 6 except to such defense and (i) the extent Indemnified Party reasonably concludes that the Indemnifying Party is materially prejudiced and the Indemnified Party may have a conflict of interest or different defenses available with respect to such Proceeding that would make it inappropriate for the same counsel to represent both parties or (ii) the Indemnifying Party has not in fact employed counsel to assume control of such defense, the reasonable fees and expenses of counsel to the Indemnified Party (limited to one law firm in each applicable jurisdiction) shall be paid for by such failurethe Indemnifying Party. The Indemnifying party controlling such defense shall keep the other party advised of the status of such Proceeding and the defense thereof. Notwithstanding anything to the contrary herein, Buyer as Indemnified Party shall be entitled have the full right to assume control the defense and control settlement of any Third Party Claim if: (1) the claim seeks anything other than monetary damages, including an injunction or other equitable relief; (2) the claim involves a claim by any Governmental Authority or a significant customer, supplier, dealer, distributor, sales representative or other business partner of the Cobalt Companies, or involves a criminal claim; (3) the amount reasonably necessary to conclude the defense of such Third Party Claim at its expense and through counsel is in excess of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists (or is reasonably likely to exist a conflict of interest that would make it inappropriate in exceed) the judgment remaining portion of the Indemnified Party liability cap under Section 9.2(b) applicable to such claim after reduction of all Losses previously recovered by (upon advice of counselor then being claimed pursuant to unresolved claims) for by the same counsel Buyer Parties that count (or would count) towards such cap (if a cap is applicable to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event claim); or (4) the Indemnifying Party exercises assumes the right defense but fails to undertake promptly defend the Third Party Claim. Assumption by Buyer of control of any such defense against any such Third Party Claim as provided above, the Indemnified Party or settlement shall cooperate with the Indemnifying Party in such defense and make available not be deemed a waiver by it of its right to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Partyindemnification hereunder. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, 58 (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party.b)

Procedures. The party seeking indemnification under this Section 6 (an a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement as a result of a Loss or a claim or demand made by any Person who is not a party to this Agreement, or an Affiliate of a party to this Agreement or a Representative of the foregoing, against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall give each deliver notice thereof to the party from against whom indemnification indemnity is being sought (each, an the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of the Third Party Claim, describing in reasonable detail (i) the facts giving rise to any matter claim for indemnification hereunder, (ii) the amount or method of computation of the amount of such claim, (iii) each individual item of Loss included in the amount so stated, to the extent known, (iv) the date such item was paid or properly accrued, and (v) the nature of the breach of representation, warranty, covenant or agreement with respect to which such Indemnified Party is seeking indemnification, stating the amount claims to be entitled to indemnification hereunder (all of the Damagesforegoing, if knownthe “Claim Information”), and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 shall provide any other information with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give thereto as the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the may reasonably request. The failure to provide such timely notice notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 6 Article IX except to the extent that the Indemnifying Party is materially prejudiced forfeits rights or defenses by reason of such failure. The Indemnifying Party Following the Closing until the expiration of the applicable survival period, the Buyer and the Company shall be entitled to assume and control the defense of such Third Party Claim keep Coeur fully apprised at its expense and through counsel of its choice if it gives notice of its intention to do so all times as to the Indemnified Party within 30 days status of the receipt of such notice from the Indemnified Party; providedSpecified Litigation Matters, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (including providing appropriate documentation upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partyrequest.

Procedures. The party seeking indemnification under this Section 6 (an “Indemnified Party”a) In the event that any claim shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of be asserted by any third party which are subject to against the indemnification provided for in this Section 6 collectivelyBuyer Indemnitees or Seller Indemnitees (Buyer Indemnitees or Seller Indemnitees, (“Third Party Claims”) shall be governed by and contingent upon as the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claimcase may be, hereinafter, the Indemnified Party "Indemnitees"), which, if sustained, would result in a Deficiency, then the Indemnitees, as promptly as practicable after learning of such claim, shall give notify the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary claim, and shall extend to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except a reasonable opportunity to the extent the Indemnifying Party is materially prejudiced by defend against such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Partyclaim, at the Indemnifying Party's sole expense and through legal counsel reasonably acceptable to the Indemnitees, provided that the Indemnifying Party proceeds in good faith, expeditiously and diligently. The Indemnitees shall, at their option and expense, all witnesses, pertinent records, materials and information have the right to participate in any defense undertaken by the Indemnified Party’s possession Indemnifying Party with legal counsel of their own selection at the expense of the Indemnitees. No settlement or under the Indemnified Party’s control relating thereto as is reasonably required compromise of any claim which may result in a Deficiency may be made by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified PartyIndemnitees, unless: (iA) settle prior to such settlement or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party acknowledges in writing its obligation to pay in full the amount of the settlement or compromise and all associated expenses; (B) the Indemnitees are furnished with a full release from the party or parties asserting the claim; and (C) the Indemnifying Party has the ability (financial or otherwise) to pay or perform such settlement or compromise. Unless the Indemnifying Party has elected not to defend against a claim, no settlement or compromise of any claim which is being defended may result in a Deficiency may be made by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party Indemnitees without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party has elected to defend against a claim, but the Indemnitee determines in good faith that there is a reasonable probability that such claim may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnitee may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such claim, but the Indemnifying Party will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures. The party seeking indemnification If any Action indemnifiable under this Section 6 (an “Indemnified Party”) 4 shall give each party from whom indemnification is being sought (eachbe brought, an “Indemnifying Party”) notice of asserted or threatened against any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party person indemnified under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim4, the Indemnified Party shall give promptly notify the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in indemnifying person ("Indemnitor"); PROVIDED that any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notify Indemnitor timely notice or at all shall not release reduce the Indemnifying Party from any liabilities and obligations of its obligations Indemnitor under this Section 6 except 4 only to the extent the Indemnifying Party is materially Indemnitor actually shall be prejudiced by such the failure. The Indemnifying Party Indemnitor shall be entitled assume the payment of all related fees and expenses to the Action, and Indemnitor may, at its option, assume and control the defense of, or respond to, the Action. If Indemnitor has assumed the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to (or responded to) the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying PartyAction, then the Indemnified Party shall be entitled not have the right to retain its own counselassume the defense of (or respond to) the Action and, at subject to the expense provisions of this Section 4, Indemnitor shall have the Indemnifying Partyright to control the defense, provided that compromise or settlement of any such Action. If Indemnitor, within 30 days after notice of any such Action, or such shorter period as is reasonably required, fails to assume the defense of such Action, the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises will have the right to undertake any the defense, compromise or settlement of such defense against any such Third Party Claim as provided aboveAction on behalf of, and for the Indemnified Party shall cooperate with account and risk, and at the Indemnifying Party in such defense and make available expense of, Indemnitor, subject to the Indemnifying Partyright of Indemnitor to assume the defense of such Action at any time prior to settlement, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the compromise or final determination thereof. The Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party.

Procedures. The All claims for indemnification by a party seeking indemnification under pursuant to this Section Article 6 (an “Indemnified Party”) arising from any action, suit or proceeding relating to a third party claim shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to be made in accordance with the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesSection 6.6. The obligations of an Indemnifying Party party entitled to indemnification under this Section Article 6 with respect (the "Indemnified Person") shall give prompt written notification to Damages arising from any claims the Person obligated to provide such indemnification (the "Indemnifying Person") of the commencement of any action, suit or proceeding relating to a third party claim for which are subject indemnification pursuant to the indemnification provided for in this Section Article 6 collectively, may be sought (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party a "Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such noticeNotice"); provided, however, that no delay on the failure to provide such timely notice shall not release part of the Indemnified Person in notifying the Indemnifying Party Person shall relieve the Indemnifying Person from any of its obligations liability or obligation under this Section Article 6 except to the extent of any damage or liability caused solely by or arising out of such delay. If known to the Indemnified Person, any Claim Notice shall include (i) a summary description of the facts upon which such claim is based and shall specify the estimated amount of the Losses thereof and, (ii) if liquidated and known, the amount which is payable to the Indemnified Person pursuant to this Article 6. In connection with the Indemnifying Party is materially prejudiced by Person's evaluation of any Claim Notice, the Indemnified Person shall, at the Indemnifying Person's expense, provide the Indemnifying Person with reasonable access to the necessary books and records (or extracts thereof) of the Indemnified Person and, subject to the implementation of reasonable procedures to protect the confidentiality of such failureinformation, supply such factual and technical information as the Indemnifying Person may reasonably require in connection with the evaluation of such Claim Notice. The Within 20 days after delivery of such notification, the Indemnifying Party shall be entitled Person may, upon written notice thereof to the Indemnified Person, assume and control of the defense of such Third Party Claim at its expense and through action, suit or proceeding with counsel of its choice if it gives notice of its intention to do so reasonably satisfactory to the Indemnified Party within 30 days of Person, provided (i) the receipt Indemnifying Person acknowledges in writing to the Indemnified Person that the Indemnifying Person shall indemnify the Indemnified Person with respect to all elements of such notice from action, suit or proceeding and any damages, fines, costs or other liabilities that may be assessed against the Indemnified PartyPerson in connection with such action, suit or proceeding, (ii) the third party seeks monetary damages only, and (iii) the Indemnifying Person must conduct the defense of a third person claim actively and diligently thereafter to preserve its rights in this regard. If the Indemnifying Person chooses to assume the defense of a third person claim, the Indemnified Person shall reasonably cooperate in the defense of or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person's request) the provision to the Indemnifying Person of records and information (or extracts therefrom) that are reasonably relevant to such third person claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Person does not so assume control of such defense, the Indemnified Person shall control such defense. The party not controlling such defense may participate therein at its own expense; provided, however, that if there exists the Indemnifying Person assumes control of such defense and the Indemnified Person is advised by counsel in writing that the Indemnifying Person and the Indemnified Person may have conflicting interests or is reasonably likely different defenses available with respect to exist a conflict such action, suit or proceeding, the reasonable fees and expenses of interest that would make it inappropriate in counsel to the judgment Indemnified Person shall be considered "Losses" for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the Indemnified Party (upon advice status of counsel) for the same counsel to represent both the Indemnified Party such action, suit or proceeding and the Indemnifying Partydefense thereof and shall consider in good faith recommendations made by the other party with respect thereto. An Indemnified Person shall not agree to any settlement of such action, then suit or proceeding without the Indemnified Party shall be entitled to retain its own counsel, at the expense prior written consent of the Indemnifying PartyPerson, provided that the Indemnified Party and such counsel which shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession not be unreasonably withheld or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Partydelayed. The Indemnifying Party Person shall notnot agree to any settlement or the entry of a judgment in any action, suit or proceeding without the prior written consent of the Indemnified PartyPerson, which shall not be unreasonably withheld (i) settle it being understood that it is reasonable to withhold such consent if, among other things, the settlement or compromise any Third Party Claim or consent to the entry of any a judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to (A) lacks a complete release of the Indemnified Party of a written release from Person for all liability in with respect of such Third Party Claim thereto or (iiB) settle imposes any liability or compromise any Third Party Claim in any manner that may adversely affect obligation on the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying PartyPerson).

Procedures. The party seeking indemnification under this Subject to the provisions of Section 6 (an “6.2(d), promptly ---------- after receipt by a Delaware Indemnified Party”) shall give each party from whom indemnification is being sought Party or a Lincoln Indemnified Party (each, an “Indemnifying "Indemnified Party”") of notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims commencement of any action, proceeding, investigation or claim by any Contractowner or other third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claima "Proceeding"), the Indemnified Party shall give shall, if a claim in respect thereof is to be made pursuant to this Section 6.2 against another party to this Agreement (the "Indemnifying Party"), notify the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days writing of the receipt commencement thereof; but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability under this Section 6.2, except to the extent that such failure to notify actually prejudices the Indemnifying Party. In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of such noticeinvestigation; provided, however, that (i) if, in the failure reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to provide be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ a single counsel to represent the Indemnified Party, in which event the reasonable fees and expenses of such timely notice separate single counsel shall not release be borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought by any governmental authority, the Indemnifying Party from any of its obligations under this Section 6 except shall have the right to participate in, but not to assume the extent the Indemnifying Party is materially prejudiced by defense of, such failureProceeding. The Indemnifying Party shall not be entitled obligated under any settlement agreement relat ing to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or Proceeding under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) 6.2 to which it has not consented in writing, which consent shall not be settled by the Indemnified Party without the written consent of the Indemnifying Partyunreasonably withheld.

Procedures. The party seeking indemnification under this Section 6 (an “All claims by any Indemnified Party”) Party shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of be asserted and resolved in accordance with the following provisions. If any matter claim or demand for which an Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing by a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any a "Third Party Claim"), the Indemnified Party shall give with reasonable promptness (but in no event later than ten (10) days after the Third Party Claim is so asserted or sought against the Indemnified Party) notify in writing the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for enclosing a timely response copy of all pages served and in any event within 30 days stating with reasonable specificity the circumstances of the receipt by the Indemnified Party of such noticeParty's claim for indemnification; provided, however, that the any failure to provide give such timely notice shall will not release waive any rights of the Indemnifying Indemnified Party from any of its obligations under this Section 6 except to the extent the rights of the Indemnifying Party is materially prejudiced are actually prejudiced. After receipt by the Indemnifying Party of such failure. The notice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of the Indemnified Party, the Indemnifying Party shall be entitled defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party's notice to assume the Indemnifying Party as set forth above, and control shall take all actions necessary, including but not limited to the defense posting of such bond or other security as may be required by any governmental authority, so as to enable the Third Party Claim at its to be defended against or resolved without expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from or other action by the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense . Upon request of the Indemnifying Party, provided the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred: (i) take such action as the Indemnifying Party may reasonably request in connection with such action, (ii) allow the Indemnifying Party to dispute such action in the name of the Indemnified Party and conduct a defense to such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent action on behalf of the Indemnified Party, and (iiii) settle or compromise any Third Party Claim or consent render to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party all such assistance as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying PartyParty may reasonably request in connection with such dispute and defense.

Procedures. The Each party seeking entitled to indemnification under this Section 6 (an “the "Indemnified Party”") shall give each notice to the party from whom required to provide indemnification is being sought (each, an “the "Indemnifying Party”") notice of any matter for which promptly after such Indemnified Party is seeking indemnification, stating the amount has actual knowledge of the Damages, if knownany claim as to which indemnity may be sought, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give permit the Indemnifying Party notice to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, 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 Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) after notice from the Indemnifying Party of its election to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses in connection with the defense thereof other than reasonable investigation costs, and the Indemnified Party may participate in such notice; provideddefense at such party's expense, however, and provided further that the failure of any Indemnified Party to provide such timely give notice as provided herein shall not release relieve the Indemnifying Party from any of its obligations under this Section 6 except unless the failure to the extent give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to not assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention for matters as to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if which there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party or separate and the different defenses. No Indemnifying Party, then in the Indemnified Party shall be entitled to retain its own counsel, at the expense defense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided aboveclaim or litigation, the Indemnified Party shall cooperate shall, except with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the consent of each Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the delivery giving by the claimant or plaintiff to the such Indemnified Party of a written release from all liability in respect of to such Third Party Claim claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Partylitigation. Finally, no Third Party Claim which is being defended in good faith by the No Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party liable for indemnification hereunder with respect to any settlement or consent to judgment, in connection with any claim or litigation to which these indemnification provisions apply, that has been entered into without the written prior consent of the Indemnifying PartyParty (which consent will not be unreasonably withheld).

Procedures. The party (a) Each Person seeking indemnification under this Section 6 Article 11 (an the “Indemnified Party”) shall give each party prompt written notice to the Person from whom indemnification is being sought (each, an the “Indemnifying Party”) notice of the assertion of any matter for which such Indemnified Party is seeking indemnification, stating claim or the amount commencement of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of Action by any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party ClaimsClaim”); provided that the failure of the Indemnified Party to give notice as provided in this Section 11.03(a) shall be governed by and contingent upon not relieve any Indemnifying Party of its obligations under Section 11.02, except to the following additional terms and conditions: if an Indemnified Party shall receive initial notice extent that such failure actually prejudices the rights of any Third Party Claimsuch Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall give deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party notice of with such other information with respect to any such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt reasonably requested by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failureParty. The Indemnifying Party shall have the right, at its sole option and expense, to be entitled represented by counsel of its choice and, subject to the limitations set forth in this Section 11.03, to assume control of, and control defend against, negotiate, settle (subject to Section 11.03(b)) or otherwise deal with such Third Party Claim, but the Indemnified Party may nonetheless participate in the defense of such Third Party Claim with its own counsel and at its expense and through counsel own expense. In the case of its choice if it gives any Third Party Claim for which indemnification is sought, the Indemnifying Party shall have the right, upon written notice of its intention to do so to the Indemnified Party within 30 days after receipt of the receipt notice of such notice from claim (the Indemnified Party; provided“Dispute Period”), howeverto assume control of and defend against such Third Party Claim. If the Indemnifying Party elects not to defend against, that if there exists negotiate, settle or is reasonably likely otherwise deal with any Third Party Claim, or fails to exist a conflict of interest that would make it inappropriate in the judgment of provide the Indemnified Party with notice of its intent to assume control of and defend against any Third Party Claim within the Dispute Period, then the Indemnified Party may defend against, negotiate, settle (upon advice subject to Section 11.03(b)) or otherwise deal with such Third Party Claim. If the Indemnifying Party shall assume the defense of counselany Third Party Claim pursuant to this Article 11, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim; provided that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) for requested by the same Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to represent both the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying PartyParty that would make such separate representation advisable; provided, then further that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Third Party Claim. Notwithstanding the foregoing, participation by the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that allow the Indemnified Party to consult with independent counsel or advisors and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided abovesubmit comments and questions, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, which the Indemnifying Party shall cooperate with consider or respond to in good faith but the Indemnified Indemnifying Party in such defense and make available shall not be obligated to act upon and, subject to the Indemnified Partyterms of this Article 11, at such comments or questions shall not alter or limit the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto obligations as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above set forth in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying PartyAgreement.

Procedures. The party seeking Any Person that may be entitled to indemnification under this Section 6 Agreement (an “Indemnified Party”) shall give each party from whom indemnification is being sought written notice to the Person obligated to indemnify it (each, an “Indemnifying Party”) notice with reasonable promptness upon becoming aware of any matter Third-Party Claim or other facts upon which a claim for which indemnification will be based. Such notice shall set 22611.4-688182 v8 18 forth such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 information with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is then reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall nothave the right to undertake the defense of any such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall cooperate in such defense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party in connection therewith at the Indemnifying Party’s expense. If the Indemnifying Party shall have assumed the defense of the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnifying Party shall not be liable for any Third-Party Claim settled without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall obtain the written consent of the Indemnified PartyParty prior to ceasing to defend, (i) settle settling or compromise any Third Party Claim or consent to the entry otherwise disposing of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Third-Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying PartyClaim.

Procedures. The party seeking indemnification (a) Any Person entitled to be indemnified under this Section 6 Article IX (an the “Indemnified Party”) shall promptly give each party written notice to the Party from whom indemnification is being may be sought (each, an the “Indemnifying Party”) notice of any matter pending or threatened Proceeding against the Indemnified Party that has given or would reasonably be expected to give rise to such right of indemnification with respect to such Proceeding (a “Third Party Claim”), indicating, with reasonable specificity, the nature of such Third Party Claim, the basis therefor, a copy of any documentation received from the third party, the amount and calculation of the Covered Losses for which such the Indemnified Party is seeking indemnificationentitled to indemnification under this Article IX (and, stating to the amount of the Damages, if extent known, and method a good faith estimate of computation thereofany such future Covered Losses relating thereto), and containing a reference to the provisions provision(s) of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, Covered Losses shall have occurred (a “Third Party ClaimsClaim Notice”) shall be governed by ), and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give promptly deliver to the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except information or documentation related to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is foregoing reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required requested by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended A failure by the Indemnified Party as provided above to give a Third Party Claim Notice and to tender the defense of the Proceeding in a timely manner pursuant to this Section 6(b9.4(a) shall be settled by not limit the Indemnified Party without the written consent obligations of the Indemnifying PartyParty under this Article IX, except to the extent that such Indemnifying Party is prejudiced thereby.

Procedures. (a) The party seeking terms of this Section 8.4 shall apply to any claim (a "Claim") for indemnification under this the terms of Sections 8.2 or 8.3. The Section 6 (an “----- 8.2 Indemnified Party”) shall give each party from whom indemnification is being sought Party or Section 8.3 Indemnified Party Indemnified Party (each, an “"Indemnified Party"), as the case may be, shall give prompt written notice of ----------------- such Claim to the indemnifying party (the "Indemnifying Party”") notice of any matter for under the ------------------ applicable Section, which such Indemnified Party is seeking indemnification, stating party may assume the amount of the Damages, if known, and method of computation defense thereof, and containing a reference provided that any delay or failure to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give so notify the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release relieve the Indemnifying Party from any of its obligations under this Section 6 except hereunder only to the extent the Indemnifying Party extent, if at all, that it is materially prejudiced by reason of such delay or failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled have the right to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such approve any counsel shall contest such Third Party Claims in good faith. In the event selected by the Indemnifying Party exercises and to approve the right terms of any proposed settlement, such approval not to undertake any be unreasonably delayed or withheld (unless such defense against any such Third Party Claim settlement provides only, as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent payment of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith money damages actually paid by the Indemnifying Party or which is being defended by and a complete release of the Indemnified Party in respect of the claim in question). Notwithstanding any of the foregoing to the contrary, the provisions of this Article VIII shall not be construed so as provided above to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in this Section 6(b) violation of applicable law or that such liability may not be waived, modified or limited under applicable law, but shall be settled construed so as to effectuate the provisions of this Article VIII to the fullest extent permitted by the Indemnified Party without the written consent of the Indemnifying Partylaw.

Procedures. The (a) After an indemnified party seeking indemnification under this Section 6 either (an “Indemnified Party”x) shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) receives notice of any matter for which such Indemnified Party is seeking indemnification, stating claim or the amount commencement of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of Action by any third party which are subject may give rise to the a claim for indemnification provided for in this Section 6 collectively, from an indemnifying party hereunder (a “Third Party ClaimsClaim”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of or (y) has sustained any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Losses not involving a Third Party Claim within or Action which such time frame as indemnified party reasonably believes may give rise to a claim for indemnification from an indemnifying party hereunder, such indemnified party shall, if a claim in respect thereof is necessary to allow for a timely response and be made against an indemnifying party under this Article VII hereof, promptly notify such indemnifying party in any event within 30 days of the receipt by the Indemnified Party writing of such noticeclaim, Action or Losses, as the case may be; provided, however, that the failure to provide such timely notice notify the indemnifying party shall not release relieve the Indemnifying Party from any indemnifying party of its obligations under this Section 6 indemnity obligation, except to the extent the Indemnifying Party indemnifying party is actually and materially prejudiced in its ability to defend the action by such failure. The Indemnifying Party Any such notification must be in writing and must state in reasonable detail the nature and basis of the claim, Action or Losses, and an estimate of the Losses, to the extent known. An indemnifying party shall be entitled have the right to assume and control conduct the defense of any such Third Party Claim only if (1) the indemnifying party first provides written confirmation to the indemnified party of the indemnifying party’s indemnification responsibility for all Losses resulting to such Third Party Claim, (2) the assumption by the indemnifying party of such Third Party Claim at its expense could not reasonably be expected to cause a material adverse effect on the indemnified party’s business, (3) the indemnifying party shall use commercially reasonable efforts to diligently contest the Third Party Claim, and through counsel of its choice if it gives notice of its intention to do so to (4) the Indemnified Party within 30 days indemnifying party has sufficient resources, in the reasonable judgement of the receipt indemnified party, to satisfy the amount of such notice from the Indemnified Party; provided, however, any adverse monetary judgement that if there exists or is reasonably likely to exist result (the conditions set forth in clauses (1) through (4) being collectively referred to as the “Litigation Conditions”). If the indemnifying party does not assume the defense of a conflict Third Party Claim, the indemnified party may continue to defend the Third Party Claim, and the costs and expenses of interest that would make it inappropriate in such defense shall be additional Losses. If the judgment indemnifying party has assumed the defense of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided abovein this Section 7.5, the Indemnified indemnified party shall have the right to participate in, and to be represented by counsel (at its own expense) in any such contest, defense, litigation or settlement conducted by the indemnifying party. The indemnifying party shall not be entitled, or shall lose its right to contest, defend, litigate and settle the Third Party Claim if any of the Litigation Conditions fails to be fulfilled at any time; provided that indemnified party first provided indemnifying party with ten (10) days’ written notice and an opportunity to cure such failure. Notwithstanding anything to the contrary herein, the indemnifying party shall cooperate with the Indemnifying Party in not be entitled to assume control of such defense and make available if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession Third Party Claim seeks as a principal form of relief any form of remedy other than monetary damages; or under the Indemnified Party’s control relating thereto as is reasonably required (iii) upon petition by the Indemnifying Party. Similarlyindemnified party, in the event appropriate court rules that the Indemnified Party is, directly indemnifying party failed or indirectly, conducting the defense against any is failing to vigorously prosecute or defend such Third Party Claim, . If the Indemnifying Party shall cooperate with indemnifying party has not assumed the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b7.5, the indemnifying party shall have the right to participate in, and to be represented by counsel (at its own expense) shall be settled in any such contest, defense, litigation or settlement conducted by the Indemnified Party without the written consent of the Indemnifying Partyindemnified party.

Procedures. The party seeking indemnification under this Section 6 Promptly after receipt by an Indemnified Party of knowledge that a Claim exists (an a “Indemnified PartyClaim Proceeding”) shall give each party from whom indemnification is being sought (each), an “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damageswill, if known, and method of computation thereof, and containing a reference claim is to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give made hereunder against the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response in respect thereof, promptly (and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release ten Business Days) notify the Indemnifying Party in writing of the commencement thereof; provided that (i) the omission so to notify the Indemnifying Party will not relieve it from any of its obligations under this Section 6 liability that it may have hereunder except to the extent the Indemnifying Party is it has been materially prejudiced by such failure. The failure and (ii) the omission so to notify the Indemnifying Party shall will not relieve it from any liability that it may have to an Indemnified Party otherwise than on account of this Section 5.5. In case any such Claim Proceedings are brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Party, to assume and control the defense of thereof, with counsel reasonably satisfactory to such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, provided that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate the defendants in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent any such Claim Proceedings include both the such Indemnified Party and the Indemnifying Party, then the Party and such Indemnified Party shall have reasonably concluded that there may be entitled legal defenses available to retain its own counsel, at the expense of the Indemnifying Party, provided it that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right are different from or additional to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make those available to the Indemnifying Party, at such Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Claim Proceedings on behalf of such Indemnified Party. Upon receipt of notice from the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Party to such Indemnified Party is, directly or indirectly, conducting of its election so to assume the defense against any of such Third Claim Proceedings and approval by such Indemnified Party Claimof counsel, the Indemnifying Party shall cooperate with the not be liable to such Indemnified Party for expenses incurred by such Indemnified Party in connection with the defense thereof (other than reasonable costs of investigation) unless (x) such defense and make available to Indemnified Party shall have employed separate counsel in connection with the Indemnified Partyassertion of legal defenses in accordance with the preceding sentence, at (y) the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent not have employed counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of commencement of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim Proceedings or (iiz) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by shall have authorized in writing the employment of counsel for such Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party.

Procedures. The party seeking (a) Buyer shall notify the Indemnifying Party (with reasonable detail) promptly (but in each case within 10 business days) after it becomes aware of facts supporting a claim or action for indemnification under this Section 6 (an “Indemnified Party”) shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if knownArticle VIII, and method of computation thereof, and containing a reference shall provide to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice 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(c)(iv), the failure to so notify or provide information to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to Buyer, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by Buyer’s failure to give such notice, in which case the Indemnifying Party shall be relieved from its obligations hereunder to the extent of such Third material prejudice. The Indemnifying Party Claim within shall participate in and defend, contest or otherwise protect Buyer against any such time frame as is necessary to allow for a timely response and in any event within 30 days claim or action by counsel of the receipt by the Indemnified Party of such noticeIndemnifying Party’s choice at its sole cost and expense; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall not make any settlement or compromise without the prior written consent of Buyer (which consent shall not be entitled 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 Buyer and there is an unconditional release of Buyer from all liability on any claims that are the subject of such claim or action. Buyer shall have the right, but not the obligation, to assume and control participate at its own expense in the defense of such Third Party Claim at its expense and through thereof by counsel of Buyer’s choice and shall in any event use its choice if it gives notice of its intention commercially reasonable efforts to do so to cooperate with and assist the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Indemnifying Party; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate counsel for Buyer if there exists (i) the Indemnifying Party has agreed to pay such fees and expenses or is (ii) counsel for the Indemnifying Party reasonably likely to exist determines that representation of both the Indemnifying Party and Buyer by the same counsel would create a conflict of interest that would interest. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, Buyer shall have the right to do so, including, without limitation, the right to make it inappropriate in any compromise or settlement thereof, and Buyer shall be entitled to recover the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and entire cost thereof from the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall notincluding, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect result of such Third Party Claim suit, action, investigation, claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partyproceeding.

Procedures. The (a) A party seeking indemnification under this Section 6 pursuant to Sections 6.2 or 6.3 (an “"Indemnified Party”") shall give each prompt notice to the party from whom such indemnification is being sought (each, an “the "Indemnifying Party”") notice of the assertion of any matter for which such Indemnified Party is seeking indemnificationclaim or assessment, stating or the amount commencement of the Damagesany action, if knownsuit, and method of computation thereofaudit or proceeding, and containing by a reference to the provisions of this Agreement third party in respect of which such right of indemnification is claimed or arises. The obligations of an indemnity may be sought hereunder (a "Third Party Claim") and will give the Indemnifying Party under this Section 6 such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to Damages arising from any claims give such notice shall relieve the Indemnifying Party of any third party which are subject liability hereunder (except to the indemnification provided for in this Section 6 collectivelyextent the Indemnifying Party has suffered actual prejudice thereby). Thereafter, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have the right, exercisable by written notice (the "Notice") to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party shall fail to assume the defense of the Third Party Claim within such thirty (30) day period, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. Regardless of whether the Indemnifying Party elects to assume the defense of any such Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at without the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partyconsent.

Procedures. The party seeking If any demands or claims are asserted against a Person entitled to indemnification under this Section 6 7.2 or Section 7.3 (an “"Indemnified Party”") shall give each party from whom indemnification is being sought or any actions, suits, or proceedings are commenced against an Indemnified Party, in any case, by a Person not a Party or an Affiliate of a Party, for which a Party (each, an “the "Indemnifying Party”") notice of any matter for which is obligated to indemnify such Indemnified Party is seeking indemnification(a "Third Party Claim"), stating the amount of the Damages, if known, and method of computation thereof, and containing a reference Indemnified Party will give prompt notice to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect in order to Damages arising from any claims permit Indemnifying Party the necessary time to evaluate the merits of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any such Third Party Claim, but the failure of an Indemnified Party to give prompt notice to the Indemnifying Party shall not affect the rights of the Indemnified Party to indemnification hereunder, except to the extent any such failure materially prejudices the rights of the Indemnifying Party. The notice shall specify in reasonable detail the Third Party Claim and the basis therefor (based on information then available at such time), including (if estimable) a good faith estimate of the specific dollar amount of the Third Party Claim and a reasonably detailed explanation of the calculation thereof, and copies of all pleadings and all material correspondence or instruments served on or received by the Indemnified Party relating thereto. The Indemnifying Party will have the right, but not the obligation, to assume the defense of any such claim at its own expense with counsel reasonably satisfactory to the Indemnified Party so long as the Indemnifying Party acknowledges in writing that the Indemnified Party is entitled to indemnification hereunder in respect of the Losses subject to such Third Party Claim and so long as the Indemnifying Party notifies the Indemnified Party in writing that it is assuming the defense of such claim within 20 days after receipt of notice of the claim from Indemnified Party, and the Indemnified Party shall give have the Indemnifying Party notice right to be informed and consulted with respect to the negotiation, settlement or defense of such Third Party Claim within and to retain counsel to act on its behalf, but the fees and disbursements of such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt counsel shall be paid by the Indemnified Party of such noticeParty; provided, however, provided that the failure to provide such timely notice shall not release if the Indemnifying Party from any assumes control of its obligations under this Section 6 except to such defense and (i) the extent Indemnified Party reasonably concludes that the Indemnifying Party is materially prejudiced and the Indemnified Party may have a conflict of interest or different defenses available with respect to such Proceeding that would make it inappropriate for the same counsel to represent both parties or (ii) the Indemnifying Party has not in fact employed counsel to assume control of such defense, the reasonable fees and expenses of counsel to the Indemnified Party (limited to one law firm in each applicable jurisdiction) shall be paid for by such failurethe Indemnifying Party. The Indemnifying party controlling such defense shall keep the other party advised of the status of such Proceeding and the defense thereof. Notwithstanding anything to the contrary herein, Buyer as Indemnified Party shall be entitled have the full right to assume control the defense and control settlement of any Third Party Claim if: (1) the claim seeks anything other than monetary damages, including an injunction or other equitable relief; (2) the claim involves a claim by any Governmental Authority or a significant customer, supplier, dealer, distributor, sales representative or other business partner of the Company, or involves a criminal claim; (3) the amount reasonably necessary to conclude the defense of such Third Party Claim at its expense and through counsel is in excess of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists (or is reasonably likely to exist a conflict of interest that would make it inappropriate in exceed) the judgment remaining portion of the Indemnified liability cap under Section 7.2(b) applicable to such claim after reduction of all Losses previously recovered by (or then being claimed pursuant to unresolved claims) by the Buyer Parties that count (or would count) towards such cap (if a cap is applicable to such claim); or (4) the Indemnifying Party (upon advice assumes the defense but fails to promptly defend the Third Party Claim. Assumption by Buyer of counsel) for the same counsel control of any such defense or settlement shall not be deemed a waiver by it of its right to represent both indemnification hereunder. In connection with any actual or threatened Third Party Claim, whichever of the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting not controlling the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that shall reasonably cooperate with the party controlling such defense, including by providing to the party controlling such defense such assistance and materials as may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith be reasonably requested by the Indemnifying controlling party as may be reasonably necessary to defend such Third-Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying PartyClaim.

Procedures. The party seeking indemnification under this Section 6 (an “a) Each of Buyer pursuant to Sections 13.2 and Seller pursuant to Sections 13.3 (the "Indemnified Party”") shall agrees to give each party from whom indemnification is being sought prompt notice to the other Party (each, an “the "Indemnifying Party”") notice of the assertion of any matter for which such Indemnified Party is seeking indemnificationclaim, stating or the amount commencement of the Damagesany suit, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement action or proceeding in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party indemnity may be sought under this Section 6 with respect to Damages arising from any claims of any third party which are subject to Agreement, including the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by amount and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice other details of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such noticeclaim; provided, however, that the failure of the Indemnified Party to provide such timely notice shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its indemnification obligations under this Section 6 hereunder, except to the extent that the Indemnifying Party is materially shall have been prejudiced by such failurelack of timely and adequate notice. The Indemnifying Party shall be entitled have the right, at its election, to assume and control take over the defense or settlement of such claim at its own expense by giving prompt notice to that effect to the Indemnified Party. If the Indemnifying Party shall have so assumed the defense of any claim, the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim at its expense and through counsel claim, without the prior written consent of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified PartyPerson; provided, however, that if there exists or is reasonably likely a condition to exist any such settlement shall be a conflict of interest that would make it inappropriate in the judgment complete release of the Indemnified Person with respect to such claim. The Indemnified Party (upon advice shall at all times have the right, at its option and expense, to participate fully in, but not to control, any such defense. If the Indemnifying Party does not, within thirty days after receipt of counsel) for the same counsel to represent both the Indemnified Party Party's notice of claim, (x) give such notice to take over the defense of such claim and proceed diligently to defend the Indemnifying claim or (y) object to such claim in writing to the Indemnified Party, then the Indemnified Party shall be entitled have the right, but not the obligation, to retain its own counsel, undertake the defense of such claim for the account of and at the expense risk of the Indemnifying Party. The parties shall cooperate in defending any third party claim, provided and the defending party shall have reasonable access to the books, records and personnel which are pertinent to the defense and which are in the possession or control of the other party. The parties agree that the any Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided abovemay, the Indemnified Party shall cooperate with the at its own expense, join an Indemnifying Party in any action, claim or proceeding brought by a third party, as to which any right of indemnity created by this Agreement would or might apply, for the purpose of enforcing any right of indemnity granted to such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available Pursuant to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying PartyAgreement.

Procedures. The party Any Party seeking indemnification under this Section 6 Article X (an the “Indemnified Party”) shall give each party from prompt notice to the Party against whom indemnification indemnity is being sought (each, an the “Indemnifying Party”) notice of the assertion of a claim for indemnification hereunder; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of any matter for which such Indemnified Party is seeking indemnificationLiability hereunder, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference except to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an extent that the Indemnifying Party under this Section 6 with respect has been prejudiced thereby. If the claim for indemnification relates to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any a Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and may, if it so elects, participate in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such any Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faithexpense. In the event If the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s assumes control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting of the defense against of any such Third Party Claim, the Indemnifying Party shall cooperate not be liable under this Article X for any fees or any other expenses with the Indemnified Party in such defense and make available respect to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect defense of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended incurred by the Indemnified Party as provided above in this Section 6(b) shall be settled or any compromise or settlement effected by the Indemnified Party without the Indemnifying Party’s written consent consent. Notwithstanding the foregoing, whether or not the Indemnifying Party assumes the defense of a Third Party Claim, (a) if the Indemnified Party reasonably determines in good faith that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or (b) the Indemnified Party’s counsel advises the Indemnified Party in writing, with a copy delivered to Seller, that there is a conflict of interest that could make it inappropriate or inadvisable under applicable standards of professional conduct to have common counsel, then the Indemnified Party may, by written notice to the Indemnifying Party, at its own expense, participate in, but not control, the defense, compromise or settlement of such Third Party Claim, provided that the Indemnified Party shall not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its consent. The Party controlling the defense of any third party suit, action or proceeding shall keep the other Party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other Party with respect thereto. Notwithstanding anything to the contrary in this Agreement, if a settlement offer solely for money damages is made by a third party and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and pay the total amount called for by such offer (subject to the limitations in Section 10.3 of this Agreement), and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Third Party Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnified Party declined to accept or (B) the aggregate Damages of the Indemnified Party with respect to such Third Party Claim (subject to the limitations in Section 10.3 of this Agreement).

Procedures. The party seeking In the event any claim is made, or any suit or action is commenced, against a Party with respect to which such Party may seek indemnification under this Section 6 (an “Indemnified Article 7 or under the indemnification provisions in the Servicing Agreement or Program Agreement from another Party”) , then such Party shall give each party notice thereof to the Party from whom indemnification is being sought (eachhereunder. The Party against which such claim is made, an “or any suit or action is commenced, will hereinafter be referred to as the "Indemnified Party"; the Party to which such notice is given will hereinafter be referred to as the "Indemnifying Party”." Such notice must be given within ten (10) days of the Indemnified Party's notice of any matter for which such Indemnified Party is seeking indemnificationclaim, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed suit or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failureaction. The Indemnifying Party shall be entitled to assume and control participate in the defense of such Third thereof and, to the extent the Indemnifying Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to notifies the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; providedin writing, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Partyassume, at the Indemnifying Party's expense, all witnessesthe defense thereof, pertinent recordswith counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, materials the Indemnifying Party will not be liable, except as provided in Section 7.3(b), to such Indemnified Party under this Section 7.3 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ its own counsel if the Indemnified Party elects, with the consent of the Indemnifying Party, to assume such defense, but the fees and information in expenses of such counsel shall be at the Indemnified Party’s possession 's expense, unless (i) the employment of such counsel, at the Indemnifying Party's expense, shall have been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party shall not have employed counsel to take charge of the defense within thirty (30) days after the Indemnifying Party shall have elected to assume the defense of such action after electing to assume such defense thereof, or under (iii) the Indemnified Party has been advised by legal counsel that the Indemnified Party’s control relating thereto as is reasonably required 's interests may differ from those of the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events such reasonable fees and expenses shall be borne by the Indemnifying Party. Similarly, in the event the The Indemnified Party is, directly or indirectly, conducting shall have the defense against right to reject any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith settlement approved by the Indemnifying Party if the Indemnified Party waives its right to indemnification hereunder or if the settlement requires any obligation of the Indemnified Party other than the payment of money. The Indemnified Party shall have the right to settle any third party claim over the objection of the Indemnifying Party; provided, that if the Indemnifying Party is contesting such claim in good faith and has assumed the defense of such claim, the Indemnified Party waives any right to indemnity therefor. Any such settlement or compromise of, or any final judgment or decree entered on or in, any claim, suit or action which is being the Indemnified Party defended by or participated in the defense of in accordance herewith, shall be deemed to have been consented to by, and shall be binding upon, the Indemnified Party as provided above fully as if the Indemnifying Party had assumed the defense thereof and a final judgment or decree had been entered in this Section 6(b) shall be settled such suit or action, or with regard to such claim, by a court of competent jurisdiction for the amount of such settlement, compromise, judgment or decree. In the event that the Indemnifying Party reimburses the Indemnified Party without for any third party claim, the written consent of Indemnified Party shall remit to the Indemnifying PartyParty any reimbursement that the Indemnified Party subsequently receives for such third party claim.

Procedures. The (a) (i) If a claim by a third party seeking indemnification under is made against any Indemnitee arising out of a matter for which the Indemnitee is entitled to be indemnified pursuant to this Section 6 Agreement (an a “Indemnified PartyThird Party Claim”) ), the Indemnitee shall give each party promptly notify the Party from whom indemnification it is being sought entitled to be indemnified pursuant to this Agreement (each, an the “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification), stating the amount of the Damagesin writing and in reasonable detail, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response claim (and in any event within 30 calendar days of the receipt of notice by the Indemnified Party Indemnitee of such notice; provided, however, that the Third Party Claim). The failure to provide such timely notice notify promptly the applicable Indemnifying Party hereunder shall not release relieve the Indemnifying Party from any Indemnitee of its obligations under this Section 6 hereunder except to the extent (and only to the extent) that the Indemnifying Party is shall have been actually and materially prejudiced by as a result of such failure. The Indemnifying Party shall be entitled to assume responsible for the fees and control expenses of counsel employed by the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified PartyIndemnitee; provided, however, that if there exists or is reasonably likely in no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of any local counsel) for all Indemnitees in connection with any one action or separate but similar or related actions arising out of the same counsel to represent both the Indemnified Party general allegations or circumstances; and provided, further, that if the Indemnifying Party, then Party elects to assume the Indemnified Party shall be entitled to retain its own counsel, at the expense defense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate accordance with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claimclause (ii) below, the Indemnifying Party shall cooperate not be liable to any Indemnitee for any legal expenses subsequently incurred by such Indemnitee in connection with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partythereof.

Procedures. The party seeking (a) If any Person entitled to seek indemnification under this Section 6 Agreement (an “Indemnified Party”) shall give each party from receives notice of the assertion or commencement of any Third-Party Claim against such Indemnified Party with respect to which the Person against whom or which such indemnification is being sought (each, an “Indemnifying Party”) is obligated to provide indemnification under this Agreement, the Indemnified Party will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) days after receipt of such notice of any matter for which such Third-Party Claim. Such notice by the Indemnified Party is seeking indemnification, stating the amount will include a copy of the Damagesnotice of the assertion or commencement of such Third-Party Claim (to the extent available) and describe the basis for the Indemnified Party’s good faith belief that it is entitled to indemnification hereunder, and indicate the estimated amount, if knownreasonably estimable, and method of computation thereofthe Damages that have been or may be sustained by the Indemnified Party. In the event of a Third Party Claim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect will be entitled to Damages arising from any claims participate in the defense thereof and, if it so chooses, assume control of any third party which are the defense thereof (subject to the indemnification provided for limitations set forth in this Section 6 collectively, Article IX) by giving to the Indemnified Party written notice within twenty (“20) days after receipt of the notice contemplated in the preceding sentence of its intention to assume control of the defense of such Third Party Claims”Claim, and the Indemnifying Party will not be liable for any legal expenses (subject to the limitations set forth in Article IX) shall be governed subsequently incurred by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial in connection with the defense thereof; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense. The Indemnified Party may take any actions reasonably necessary to defend such Third-Party Claim prior to the time that it receives notice from the Indemnifying Party as contemplated in the preceding sentence. If the Indemnifying Party does not elect to assume control of any the defense of such Third Party Claim, the Indemnified Party shall give may assume and control its own defense without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification hereunder, and the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow will be liable for a timely response all reasonable costs and in any event within 30 days of the receipt expenses (including legal expenses) paid or incurred by the Indemnified Party of in conducting such noticedefense if the Indemnified Party is entitled to indemnification hereunder; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall not be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) liable for the same costs and expenses of more than one counsel to represent both the for all Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying PartyParties.

Procedures. The party seeking (a) In the event that any person shall incur or suffer any Damages in respect of which indemnification may be sought under this Section 6 8.1 or 8.2, such person (an “the "Indemnified Party”") shall give each may assert a claim for indemnification by written notice (the "Notice") to the party from whom indemnification is being sought (each, an “the "Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification"), stating the amount of the Damages, if known, and method the nature of computation thereofand basis for such claim. In the case of Damages arising or which may arise by reason of any third-party claim, and containing a reference promptly after receipt by an Indemnified Party of written notice of the assertion or the commencement of any action with respect to the provisions of this Agreement any matter in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall may be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claimsought hereunder, the Indemnified Party shall give notice to the Indemnifying Party notice and shall thereafter keep the Indemnifying Party reasonably informed with respect thereto, provided that failure of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release give the Indemnifying Party from prompt notice as provided herein shall not relieve the Indemnifying Party of any of its obligations under this Section 6 hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure. The In case any such action is brought against any Indemnified Party, the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives thereof, by written notice of its intention to do so to the Indemnified Party within 30 thirty (30) days after receipt of the receipt notice. If the Indemnifying Party shall assume the defense of such notice action, such assumption of defense shall constitute an acceptance of its obligation to indemnify, provided that such acceptance shall not in any way bar the Indemnifying Party from enforcing the Indemnified Party; providedlimitations of liability afforded to it under this Article or otherwise provided by law. If the Indemnifying Party shall assume the defense of such action, however, that if there exists or is reasonably likely it shall not (x) permit to exist a conflict of interest that would make it inappropriate in the judgment any lien, encumbrance or other adverse charge upon any asset of the Indemnified Party or (upon advice of counsely) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and settle such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, action without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, an Indemnified Party shall not be required to consent to any settlement that (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery giving by the claimant or the plaintiff to of a release of the Indemnified Party of a written release from all liability in with respect of to such Third Party Claim action, or (ii) settle involves the imposition of equitable remedies or compromise the imposition of any Third material obligations on such Indemnified Party Claim in other than financial obligations for which such Indemnified Party will be indemnified hereunder. As long as the Indemnifying Party is contesting any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended such action in good faith and on a timely basis, the Indemnified Party shall not pay or settle any claims brought under such action. Notwithstanding the assumption by the Indemnifying Party or which is being defended by of the defense of any action as provided in this Section, the Indemnified Party as provided above in this Section 6(b) shall be settled by permitted to participate in the defense of such action and to employ counsel at its own expense, provided that if the defendants in any action shall include both an Indemnifying Party and an Indemnified Party without and such Indemnified Party shall have reasonably concluded that counsel selected by Indemnifying Party has a conflict of interest because of the written consent availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifying Party.

Procedures. The party seeking indemnification under this Section 6 (an “Indemnified Party”) shall give each party from whom indemnification If a claim is being sought (each, an “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if made against an Indemnified Party shall receive initial notice of any Third Party Claimfor which it is entitled to indemnification hereunder, the then such Indemnified Party shall give notice of such claim to the Indemnifying Party notice within a reasonable time after the assertion thereof, but failure to so notify the Indemnifying Party shall not relieve it from any liability which it may have to the Indemnified Party hereunder unless such omission materially prejudices the Indemnifying Party's ability to defend against such claim. If a claim is made against an Indemnified Party and it notifies the Indemnifying Party as herein provided, then the Indemnifying Party, subject to the provisions set forth herein, shall be entitled to participate at its own expense in the defense thereof or, if it so elects within a reasonable time after receipt of such Third notice, to assume the defense thereof, which defense shall be conducted by counsel chosen by it and reasonably satisfactory to the Indemnified Party Claim within such time frame as is necessary to allow for a timely response and defendant or defendants in any event within 30 days suit so brought. The Indemnified Party will have the right to employ its own counsel in any such action, but the fees, expenses, and other charges of such counsel will be at the receipt expense of such Indemnified Party unless (i) the employment of counsel by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release has been authorized in writing by the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to Party, (ii) the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is has reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party concluded (upon based on advice of counsel) for 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 same Indemnifying Party, (iii) a conflict or potential conflict exists (based on advice of counsel to represent both the Indemnified Party) between the Indemnified Party and the Indemnifying Party, then Party (in which case the Indemnifying Party will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iv) the Indemnifying Party shall has not employed counsel to assume the defense of such action 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 entitled to retain its own counsel, at the expense of the Indemnifying Party, provided . It is understood that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without in connection with any one action or separate but similar or related actions in the written consent same jurisdiction arising out of the Indemnified Partysame general allegations or circumstances, (i) settle or compromise any Third Party Claim or consent to be liable for the entry reasonable fees and expenses of any judgment which does not include as an unconditional term thereof more than one separate firm of attorneys, in the delivery by the claimant or plaintiff to aggregate, for the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partyand controlling persons thereof.

Procedures. (a) The party seeking indemnification under this Section 6 Article IX (an “Indemnified Party”the "INDEMNIFIED PARTY") shall agrees to give each prompt notice (the "NOTICE OF CLAIM") to the party or parties from whom indemnification is being sought (each, an “Indemnifying Party”the "INDEMNIFYING PARTY") notice of the assertion of any matter for which such Indemnified Party is seeking indemnificationclaim, stating or the amount commencement of the Damagesany suit, if known, and method of computation thereof, and containing action or proceeding by a reference to the provisions of this Agreement third party in respect of which such right indemnity may be sought under this Article IX; PROVIDED, HOWEVER, that no delay on the part of indemnification is claimed or arises. The obligations of an the Indemnified Party in notifying the Indemnifying Party under this Section 6 with respect shall relieve the Indemnifying Party of any liability or obligation hereunder, except to Damages arising from any claims the extent that the Indemnifying Party demonstrates that the defense of any third party which are subject suit, action or proceeding has been materially prejudiced by the Indemnified Party's failure to give such notice. If such Notice of Claim relates to a suit, action or proceeding by a third party, the indemnification provided for in this Section 6 collectively, (“Third Indemnifying Party Claims”) shall be governed by and contingent may upon the following additional terms and conditions: if an Indemnified Party shall receive initial written notice of any Third Party Claim, given to the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 20 days of the receipt by the Indemnified Indemnifying Party of such notice; providedNotice of Claim, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any assume control of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party Claim at its expense and through counsel does not so assume control of its choice such defense or if it gives notice of its intention the Indemnifying Party fails to do so give reasonable written assurance to the Indemnified Party within 30 days of Indemnifying Party's financial capacity to defend and/or provide indemnification as required hereby, the receipt Indemnified Party shall have the right to control such defense. The party not controlling such defense may participate therein at its own expense; PROVIDED THAT, if the Indemnifying Party assumes control of such notice from the Indemnified Party; provided, however, that if defense and there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in between the judgment interests of the Indemnified Party (upon advice and those of counsel) the Indemnifying Party with respect to such claim, or if the Indemnifying Party shall fail to assume responsibility for the same counsel to represent both such defense, the Indemnified Party may retain counsel satisfactory to it and the Indemnifying Party, then reasonable fees and expenses of counsel to the Indemnified Party shall be considered Losses for purposes of this Agreement. Notwithstanding anything to the contrary contained herein, in the event that Buyer determines in its reasonable judgment that there is a probability that a claim may materially adversely affect it or the Purchased Assets or its rights under this Agreement other than as a result of monetary damages for which it would be entitled to retain its own counselindemnification under this Agreement, at the expense of the Indemnifying Partythen Buyer may, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available by written notice to the Indemnifying Party, assume the exclusive right to defend such claim and the reasonable fees and expenses of counsel shall be considered Losses for purposes of this Agreement. Seller and the Shareholders hereby acknowledge that any claim involving taxes or Seller's Intellectual Property shall be deemed to satisfy the requirements for Buyer to assume the defense of any related claims. In all such cases, Seller and the Shareholders will have the right to participate, at the Indemnifying PartySeller's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession defense or under settlement of such claim. The party controlling such defense shall keep the Indemnified Party’s control relating thereto as is reasonably required by other party advised of the Indemnifying Party. Similarlystatus of such action, in the event the Indemnified Party is, directly suit or indirectly, conducting proceeding and the defense against any such Third Party Claim, the Indemnifying Party thereof and shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended consider in good faith recommendations made by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Partyother party with respect thereto.

Procedures. The party seeking indemnification under this Section 6 (an “Indemnified Party”) shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Each Indemnified Party shall give notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnifying Party notice may participate at its own expense in the defense, or if it so elects, assume the defense of any such Third Party Claim within claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses; provided that such time frame as is necessary counsel shall be reasonably satisfactory to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party. The failure of any Indemnified Party of such notice; provided, however, that the failure to provide such timely give notice as provided in this Section 6.3 shall not release relieve the Indemnifying Party from any of its obligations under this Section 6 to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party is materially prejudiced by elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such failure. The action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party shall be entitled has agreed to assume pay such fees and control expenses, or (b) the defense of named parties to any such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of action or proceeding (including any impleaded parties) include such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the and such Indemnified Party shall have been advised by counsel that there is or would be entitled to retain its own counsel, at the expense a conflict of the Indemnifying Party, provided that the interest between such Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting conduct of the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or action (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finallywhich case, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party.if such