Common use of Claims Process Clause in Contracts

Claims Process. (a) In the event that: (a) any Action is asserted or instituted by any Person against a PubCo Indemnified Person which could give rise to an indemnity obligation of any Contributor (the “Indemnifying Person”) (such Action, a “Third Party Claim”) or (b) any PubCo Indemnified Person shall have a claim for Damages under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo Indemnified Person shall, promptly after it becomes aware of a Third Party Claim, or facts supporting a Direct Claim, provide written notice to the Indemnifying Person specifying the nature of such Action and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo Indemnified Person in the case of a Third Party Claim; provided, however, that a delay in notifying the Indemnifying Person shall not relieve the Indemnifying Person of its obligations under this Article VII except to the extent that (and only to the extent that) the Indemnifying Person shall have been materially prejudiced by such failure to give such notice, in which case the Indemnifying Person shall be relieved of such obligations to the extent of such material prejudice. (b) In the event of a Third Party Claim, the Indemnifying Person shall have the right to defend the PubCo Indemnified Person against such Third Party Claim and be entitled to appoint counsel of the Indemnifying Person’s choice at the expense of the Indemnifying Person to represent the PubCo Indemnified Person in connection with such Action (in which case the Indemnifying Person shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such PubCo Indemnified Person or any other costs or expenses with respect to the defense of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person without the prior written consent of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent of such PubCo Indemnified Person (which consent shall not be unreasonably withheld or delayed), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event any PubCo Indemnified Person settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Person, such PubCo Indemnified Person shall be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII with respect to such Third Party Claim. (c) In the event of a Direct Claim, the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim Notice.

Claims Process. (a) In the event that: (a) As soon as is reasonably practicable after any Action is asserted or instituted by any Person against a PubCo Indemnified Person which could give rise party entitled to an indemnity obligation of any Contributor indemnification pursuant to Section 6.1 above (the “Indemnifying Person”"Indemnified Party") (such Action, a “Third Party Claim”) or (b) any PubCo Indemnified Person shall have a claim for Damages under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo Indemnified Person shall, promptly after it becomes aware of a Third any Claim that it has and which is covered under Section 6.1 above, such Indemnified Party Claimshall notify the party obligated to provide indemnification under such sections (the "Indemnifying Party") in writing, or facts supporting a Direct Claimwhich notice shall describe the Claim in reasonable detail, provide written notice and shall indicate the amount (estimated, if necessary to the extent feasible) of the Claim. The failure of any Indemnified Party to promptly give any Indemnifying Person specifying the nature of Party such Action and the amount or estimated amount thereof (which amount or estimated amount notice shall not be conclusive of the final amountpreclude such Indemnified Party from obtaining indemnification under Section 6.1 above, if any, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo Indemnified Person in the case of a Third Party Claim; provided, however, that a delay in notifying the Indemnifying Person shall not relieve the Indemnifying Person of its obligations under this Article VII except to the extent that (and only to the extent that) such Indemnified Party's failure has prejudiced the Indemnifying Person shall have been materially prejudiced by such failure to give such notice, in which case the Indemnifying Person shall be relieved of such Party's rights or increased its liabilities and obligations to the extent of such material prejudice. (b) hereunder. In the event of a Third Party Claimthird party Claim which is subject to indemnification under Section 6.1 above, the Indemnifying Person Party shall have promptly defend such Claim by counsel of its own choosing, subject to the right approval of the Indemnified Party, which approval shall not unreasonably be withheld, and the Indemnified Party shall cooperate with the Indemnifying Party in the defense of such Claim including the settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement). Any such settlement shall include a complete and unconditional release of the Indemnified Party from the Claim. If the Indemnifying Party within a reasonable time after notice of a Claim fails to defend the PubCo Indemnified Person against such Third Party, or if the Indemnifying Party Claim and is, or at any time during the Term of this Agreement was, an Impermissible Investor, the Indemnified Party shall be entitled to appoint counsel undertake the defense, compromise, or settlement of the Indemnifying Person’s choice such Claim at the expense of the Indemnifying Person to represent the PubCo Indemnified Person in connection with such Action (in which case the Indemnifying Person shall not thereafter be responsible and for the fees account and expenses of any separate counsel retained by such PubCo Indemnified Person or any other costs or expenses with respect to the defense of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person without the prior written consent risk of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent of such PubCo Indemnified Person (which consent shall not be unreasonably withheld or delayed), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event any PubCo Indemnified Person settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Person, such PubCo Indemnified Person shall be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII with respect to such Third Party ClaimParty. (c) In the event of a Direct Claim, the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim Notice.

Claims Process. (a) In The Indemnified Party shall, as a condition precedent to the event that: right of the Indemnified Party to be indemnified under this Agreement, give the Chief Financial Officer of the Corporation (aor any officer performing similar functions) any Action is asserted or instituted by any Person against a PubCo Indemnified Person which could give rise to written notice (an indemnity obligation "Indemnification Notice") as soon as reasonably practicable of any Contributor (Proceeding made or threatened to be made against the “Indemnifying Person”) (such ActionIndemnified Party for which indemnification may be sought hereunder, a “Third Party Claim”) or (b) any PubCo Indemnified Person shall have a claim for Damages under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo Indemnified Person shall, promptly after it becomes aware of a Third Party Claim, or facts supporting a Direct Claim, provide written notice to the Indemnifying Person specifying the nature of such Action and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo Indemnified Person in the case of a Third Party Claim; provided, however, that the failure to give notice in a delay in notifying the Indemnifying Person timely fashion shall not relieve disentitle the Indemnifying Person of its obligations Indemnified Party to the right to indemnity under this Article VII Agreement except to the extent that (and only to the extent that) the Indemnifying Person shall have been materially prejudiced Corporation suffers prejudice by such failure to give such notice, in which case the Indemnifying Person shall be relieved reason of such obligations to the extent of such material prejudicea delay. (b) In The Indemnified Party shall permit the event Corporation to assume the defence of any claim or action described in the Indemnification Notice with counsel of its choice. Whether or not such defence is assumed by the Corporation, the Corporation will not be subject to any liability for any settlement made without its consent. The Corporation, if it assumes such defence, will not consent to any judgment or order or enter into any settlement that does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a Third Party Claimrelease from all liability with respect to such claim, action or proceeding. If the Corporation is not entitled to, or does not elect to, assume the defence of a claim, action or proceeding, the Indemnifying Person shall have Corporation will not be obligated to pay the right to defend costs, fees and expenses of more than one counsel (which for these purposes includes a legal firm) for the PubCo Indemnified Person against such Third Party Claim and be entitled to appoint counsel any other directors or officers of the Indemnifying Person’s choice at Corporation who are indemnified pursuant to similar indemnity agreements with respect to such claim, action or proceeding, unless a conflict of interest shall exist between the expense of the Indemnifying Person Indemnified Party and any other indemnified party with respect to represent the PubCo Indemnified Person in connection with such Action (claim, action or proceeding, in which case event the Indemnifying Person shall not thereafter Corporation will be responsible for obligated to pay the fees and expenses of any separate an additional counsel retained by for each indemnified party or group of indemnified parties with whom a conflict of interest exists. In addition, the Indemnified Party shall give the Corporation such PubCo Indemnified Person or any other costs or expenses with respect to the defense of a Third Party Claim except information and cooperation as set forth below); provided, however, that such counsel is acceptable to such PubCo Indemnified Person, acting reasonablyit may reasonably require. If requested by the Indemnifying PersonCorporation becomes aware of any Proceeding or reasonably expects that a Proceeding will be made, such PubCo the Corporation will give the Indemnified Person agrees to cooperate with the Indemnifying Person and its counsel Party notice in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person without the prior written consent of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent writing promptly of such PubCo Indemnified Person (which consent shall not be unreasonably withheld Proceeding or delayed), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event any PubCo Indemnified Person settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Person, such PubCo Indemnified Person shall be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII with respect to such Third Party Claimpotential Proceeding. (c) In the event of a Direct Claim, the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim Notice.

Claims Process. (a) In the event that: (ai) any Action Claim is asserted or instituted by any Person against a PubCo Indemnified Person other than the Parties or their Affiliates which could give rise to an indemnity obligation of any Contributor Party (the “Indemnifying PersonParty”) to indemnify any other Party (the “Indemnified Party”) under the terms of this Agreement (such ActionClaim, a “Third Party Claim”) or (bii) any PubCo Indemnified Person Party under this Agreement shall have a claim for Damages under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo the Indemnified Person Party shall, promptly within sixty (60) days after it becomes aware of a Third Party Claim, or facts supporting a Direct ClaimClaim (in each case, the “Claim Period”), provide written notice to the Indemnifying Person Party specifying the nature of such Action Claim and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages Losses involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo the Indemnified Person Party in the case of a Third Party Claim; provided. Notwithstanding anything herein to the contrary, however, that if the Indemnified Party fails to provide a delay in notifying Claim Notice to the Indemnifying Person shall not relieve the Indemnifying Person of its obligations under this Article VII except to the extent that (and only to the extent that) the Indemnifying Person shall have been materially prejudiced by such failure to give such notice, in which case the Indemnifying Person shall be relieved of such obligations to the extent of such material prejudice. (b) In the event of a Third Party Claim, the Indemnifying Person shall have the right to defend the PubCo Indemnified Person against such Third Party Claim and be entitled to appoint counsel of the Indemnifying Person’s choice at the expense of the Indemnifying Person to represent the PubCo Indemnified Person in connection with such Action (in which case the Indemnifying Person shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such PubCo Indemnified Person or any other costs or expenses with respect to the defense of a Third Party Claim except as set forth below); providedor Direct Claim during the applicable Claim Period, however, that unless such counsel Claim is acceptable to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person without the prior written consent of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent of such PubCo Indemnified Person (which consent shall not be unreasonably withheld or delayed), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event any PubCo Indemnified Person settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent a breach of the representations and warranties in Section 6.12, Section 6.14(b) or Section 6.17, as applicable, or the Excluded Liabilities, the Indemnifying Person, such PubCo Indemnified Person Party shall be deemed to have waived all rights against the Indemnifying Person Indemnify Party for indemnification under this Article VII VIII with respect to such Third Party Claim. (c) In the event of a Claim or Direct Claim, as applicable. If the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days of receipt of Party fails to provide a Claim Notice whether to the Indemnifying Person disputes such claim. From and after the delivery Party of a Third Party Claim Notice, at the reasonable request or Direct Claim involving a breach of the Indemnifying Personrepresentations and warranties in Section 6.12, Section 6.14(b) or Section 6.17, as applicable, or the Excluded Liabilities, during the applicable Claim Period, the Indemnified Party’s recovery under any such PubCo Indemnified Person Claim shall grant be subject to a reduction in the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties amount of such PubCo Indemnified Person indemnification only to the extent reasonably related to that the subject matter Indemnifying Party suffers actual damages resulting from the failure of the Indemnified Party to provide a Claim NoticeNotice within the Claim Period.

Claims Process. (ai) In the event that: (a) any Action is asserted or instituted by any Person against a PubCo If an Indemnified Person which could give rise intends to an indemnity obligation of any Contributor (seek indemnification under Section 8(c) from the “Indemnifying Person”) (such ActionCompany, a “Third Party Claim”) or (b) any PubCo the Indemnified Person shall have a give the Company notice of such claim for Damages under this Agreement indemnification promptly following the receipt or determination by the Indemnified Person of actual knowledge or information as to the factual and legal basis of any claim which does not involve is subject to indemnification and, where such claim results from the commencement of any claim or action by a Third Party Claim Party, within 30 days following receipt of written notice of such Third Party-claim or action. The Company shall have no liability under Section 8(c) for any claim or action for which such notice is not provided to the extent that the failure to give such notice prejudices the Company. (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo Indemnified Person shall, promptly after it becomes aware ii) The Company shall have the right to assume the defence of any claim or action brought by a Third Party ClaimParty, or facts supporting a Direct Claimat its sole cost and expense, provide written notice with counsel designated by the Company and reasonably satisfactory to the Indemnifying Person specifying the nature of such Action and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo Indemnified Person in the case of a Third Party ClaimPerson; provided, however, that a delay if the defendants in notifying any such action include both the Indemnifying Indemnified Person shall not relieve and the Indemnifying Person of its obligations under this Article VII except to Company, and the extent that (and only to the extent that) the Indemnifying Indemnified Person shall have been materially prejudiced by such failure reasonably concluded that there may be legal defences available to give such notice, in it which case the Indemnifying Person shall be relieved of such obligations are different from or additional to those available to the extent of such material prejudice. (b) In the event of a Third Party ClaimCompany, the Indemnifying Indemnified Person shall have the right to defend select separate counsel, the PubCo reasonable costs of which shall be at the Company’s expense, to assert such legal defences and to otherwise participate in the defence of such action on behalf of such Indemnified Person. (iii) Should any Indemnified Person against such Third Party Claim and be entitled to appoint counsel indemnification under Section 8(c) as a result of a claim or action by a Third Party, and should the Indemnifying Person’s choice Company fail to assume the defence of such claim or action, the Indemnified Person may, at the expense of the Indemnifying Person Company, contest (or, with or without the prior consent of the Company, settle) such claim or action. Except to represent the PubCo extent expressly provided herein, no Indemnified Person in connection with such Action (in which case the Indemnifying Person shall not thereafter be responsible for the fees and expenses of settle any separate counsel retained by such PubCo Indemnified Person claim or any other costs or expenses action with respect to the defense of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable which it has sought or intends to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees seek indemnification pursuant to cooperate with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (iSection 8(c) by the PubCo Indemnified Person without the prior written consent of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent of such PubCo Indemnified Person (Company, which consent shall not be unreasonably withheld withheld, conditioned or delayed), unless, in . (iv) Except to the case of clause (ii)extent expressly provided herein, the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event Company shall not settle any PubCo Indemnified Person settles claim or compromises or consents to the entry of any judgment action with respect to any Third Party Claim which it may be liable to provide indemnification pursuant to Section 8(c) without the prior written consent of the Indemnifying Indemnified Person, such PubCo Indemnified Person which consent shall not be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII with respect to such Third Party Claimunreasonably withheld, conditioned or delayed. (cv) In the event of a Direct Claim, that any Sales Taxes are deemed to be included in any payments to the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request Technical Advisor hereunder pursuant to section 182 of the Indemnifying PersonETA or a corresponding provision under any other Applicable Law relating to Sales Taxes, such PubCo Indemnified Person payment shall grant the Indemnifying Person and its Representatives reasonable access be increased to the books, records, employees, Representatives and properties of take into account any such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim NoticeSales Taxes.

Claims Process. (a) In the event that: (a) As soon as is reasonably practicable after any Action is asserted or instituted by any Person against a PubCo Indemnified Person which could give rise party entitled to an indemnity obligation of any Contributor indemnification pursuant to Section 6.1 above (the “Indemnifying Person”"INDEMNIFIED PARTY") (such Action, a “Third Party Claim”) or (b) any PubCo Indemnified Person shall have a claim for Damages under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo Indemnified Person shall, promptly after it becomes aware of a Third any Claim that it has and which is covered under Section 6.1 above, such Indemnified Party Claimshall notify the party obligated to provide indemnification under such sections (the "INDEMNIFYING PARTY") in writing, or facts supporting a Direct Claimwhich notice shall describe the Claim in reasonable detail, provide written notice and shall indicate the amount (estimated, if necessary to the extent feasible) of the Claim. The failure of any Indemnified Party to promptly give any Indemnifying Person specifying the nature of Party such Action and the amount or estimated amount thereof (which amount or estimated amount notice shall not be conclusive of the final amountpreclude such Indemnified Party from obtaining indemnification under Section 6.1 above, if any, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo Indemnified Person in the case of a Third Party Claim; provided, however, that a delay in notifying the Indemnifying Person shall not relieve the Indemnifying Person of its obligations under this Article VII except to the extent that (and only to the extent that) such Indemnified Party's failure has prejudiced the Indemnifying Person shall have been materially prejudiced by such failure to give such notice, in which case the Indemnifying Person shall be relieved of such Party's rights or increased its liabilities and obligations to the extent of such material prejudice. (b) hereunder. In the event of a Third Party Claimthird party Claim which is subject to indemnification under Section 6.1 above, the Indemnifying Person Party shall have promptly defend such Claim by counsel of its own choosing, subject to the right approval of the Indemnified Party, which approval shall not unreasonably be withheld, and the Indemnified Party shall cooperate with the Indemnifying Party in the defense of such Claim including the settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement). Any such settlement shall include a complete and unconditional release of the Indemnified Party from the Claim. If the Indemnifying Party within a reasonable time after notice of a Claim fails to defend the PubCo Indemnified Person against such Third Party, or if the Indemnifying Party Claim and is, or at any time during the Term of this Agreement was, an Impermissible Investor, the Indemnified Party shall be entitled to appoint counsel undertake the defense, compromise, or settlement of the Indemnifying Person’s choice such Claim at the expense of the Indemnifying Person to represent the PubCo Indemnified Person in connection with such Action (in which case the Indemnifying Person shall not thereafter be responsible and for the fees account and expenses of any separate counsel retained by such PubCo Indemnified Person or any other costs or expenses with respect to the defense of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person without the prior written consent risk of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent of such PubCo Indemnified Person (which consent shall not be unreasonably withheld or delayed), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event any PubCo Indemnified Person settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Person, such PubCo Indemnified Person shall be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII with respect to such Third Party ClaimParty. (c) In the event of a Direct Claim, the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim Notice.

Claims Process. (a) In the event that: (ai) any Action Claim is asserted or instituted by any Person against a PubCo Indemnified Person other than the Parties or their Affiliates which could give rise to an indemnity obligation of any Contributor Party (the “Indemnifying PersonParty”) to indemnify any other Party (the “Indemnified Party”) under the terms of this Agreement (such ActionClaim, a “Third Party Claim”) or (bii) any PubCo Indemnified Person Party under this Agreement shall have a claim for Damages under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo the Indemnified Person Party shall, promptly within sixty (60) days after it becomes aware of a Third Party Claim, or facts supporting a Direct ClaimClaim (in each case, the “Claim Period”), provide written notice to the Indemnifying Person Party specifying the nature of such Action Claim and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages Losses involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo the Indemnified Person Party in the case of a Third Party Claim; provided. Notwithstanding anything herein to the contrary, however, that if the Indemnified Party fails to provide a delay in notifying Claim Notice to the Indemnifying Person shall not relieve Party of a Third Party Claim or Direct Claim during the applicable Claim Period, unless such Claim is with respect to a breach of the representations and warranties in Section 6.12, Section 6.14(b) or Section 6.17, as applicable, or the Excluded Liabilities, the Indemnifying Person Party shall be deemed to have waived all rights against the Indemnify Party for indemnification under Article VIII with respect to such Third Party Claim or Direct Claim, as applicable. If the Indemnified Party fails to provide a Claim Notice to the Indemnifying Party of its obligations a Third Party Claim or Direct Claim involving a breach of the representations and warranties in Section 6.12, Section 6.14(b) or Section 6.17, as applicable, or the Excluded Liabilities, during the applicable Claim Period, the Indemnified Party’s recovery under this Article VII except any such Claim shall be subject to a reduction in the amount of indemnification only to the extent that (and only to the extent that) the Indemnifying Person shall have been materially prejudiced by such Party suffers actual damages resulting from the failure of the Indemnified Party to give such notice, in which case provide a Claim Notice within the Indemnifying Person shall be relieved of such obligations to the extent of such material prejudiceClaim Period. (b) In the event of a Third Party Claim, the Indemnifying Person Party shall have the right to defend the PubCo Indemnified Person Party against such Third Party Claim and be entitled to appoint counsel of the Indemnifying PersonParty’s choice at the expense of the Indemnifying Person Party to represent the PubCo Indemnified Person Party in connection with such Action Third Party Claim (in which case the Indemnifying Person Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such PubCo any Indemnified Person Party or any other costs or expenses with respect to the defense of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable to such PubCo the Indemnified PersonParty, acting reasonably. If requested by the Indemnifying PersonParty, such PubCo the Indemnified Person Party agrees to cooperate with the Indemnifying Person Party and its counsel in defending and contesting any Action Third Party Claim which the Indemnifying Person Party defends, or, if appropriate and related to the Action Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person Party without the prior written consent of the Indemnifying Person Party or (ii) by the Indemnifying Person Party without the prior written consent of such PubCo the Indemnified Person Party (which consent shall not be unreasonably withheld or delayed), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event any PubCo Indemnified Person settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Person, such PubCo Indemnified Person shall be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII with respect to such Third Party ClaimParty. (c) In the event of a Direct Claim, the Indemnifying Person Party shall notify the PubCo Indemnified Person Party, in writing, within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person Party disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying PersonParty, such PubCo the Indemnified Person Party shall grant the Indemnifying Person Party and its Representatives reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person Party to the extent reasonably related to the subject matter of matters to which the Claim NoticeNotice relates.

Claims Process. (a) All claims for indemnification by a Buyer Indemnitee under Section 7.2 shall be asserted and resolved in accordance with this Section 7.4 and Section 7.5, except with respect to Tax Contests, which shall be governed by Section 6.4(d) in the event of any conflict between Section 6.4(d), on the one hand, and this Section 7.4 and Section 7.5, on the other hand. (b) If a Buyer Indemnitee intends to seek indemnification pursuant to Section 7.2, such Buyer Indemnitee shall notify (i) the Sellers’ Representative (other than in connection with a claim for indemnification pursuant to Section 7.2(a) in respect of any breach of or inaccuracy in any of the representations and warranties made by a Seller in Article 3), on behalf of the Sellers or (ii) in the case of any claim by a Buyer Indemnitee pursuant to Section 7.2(a) in respect of any breach of or inaccuracy in any of the representations and warranties made by a Seller in Article 3, such Seller (as applicable, the “Indemnitor”), with a copy to the Sellers’ Representative, in either case in writing of such claim as promptly as practicable after receiving notice of the assertion of any claim or becoming aware of any claim (a “Claims Notice”); 738336390 provided that, no delay in delivering a Claims Notice shall affect such Buyer Indemnitee’s ability to bring a claim hereunder except to the extent the Indemnitor has been materially prejudiced by such delay. Each Claims Notice shall set forth in reasonable detail (A) the facts and circumstances giving rise to such claim for indemnification, including all relevant supporting documentation, (B) the nature and amount of the Losses incurred or expected to be incurred and (C) a reference to the provision(s) of this Agreement in respect of which such Losses have been incurred or are expected to be incurred. Notwithstanding anything to the contrary in this Article 7, in the event that a Claims Notice is delivered pursuant to clause (i) of this Section 7.4(b), the Indemnitor shall be deemed to be all Sellers, the rights and obligations of the Indemnitor under this Article 7 shall be deemed to be the rights and obligations of the Sellers, collectively, and the Sellers’ Representative shall be deemed to be acting on behalf of the Sellers. (c) In the event that: (a) any Action is asserted that a Buyer Indemnitee delivers a Claims Notice in respect of a claim or instituted demand against such Buyer Indemnitee by any Person against who is not a PubCo Indemnified Person which could give rise to an indemnity obligation of any Contributor (the “Indemnifying Person”) Buyer Indemnitee (such Actionclaim, a “Third Party Claim”), the Indemnitor may, at its own expense, (i) or (b) participate in the defense of any PubCo Indemnified Person shall have a claim for Damages under this Agreement which does not involve a such Third Party Claim and (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”ii) subject to the provisions of Section 7.4(d), upon written notice to the Buyer Indemnitee at any time during the course of any such PubCo Indemnified Person shall, promptly after it becomes aware of a Third Party Claim, assume and control the defense thereof with counsel of its own choice and, in the event of such assumption, have the exclusive right, subject to clause (i) in the proviso in Section 7.4(e), to settle or facts supporting compromise such Third Party Claim; provided that, the Indemnitor shall obtain, as a Direct condition of any settlement or other compromise, a full, unconditional and complete release of each Buyer Indemnitee subject to such Third Party Claim. If the Indemnitor assumes such defense, provide written notice the Buyer Indemnitee shall have the right (but not the duty) to participate in the defense thereof and to engage counsel, at its own expense, separate from the counsel engaged by the Indemnitor. Subject to the Indemnifying Person specifying provisions of Section 7.4(d), if the nature Indemnitor is entitled to but elects not to assume the defense of such Action Third Party Claim and the amount Buyer Indemnitee defends against or estimated amount thereof (which amount or estimated amount shall not be conclusive otherwise deals therewith, the Buyer Indemnitee may engage counsel, at the expense of the final amountIndemnitor, if anywhich counsel shall be reasonably acceptable to the Indemnitor, and control the defense of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo Indemnified Person in the case of a Third Party Claim; provided, however, that a delay in notifying the Indemnifying Person shall not relieve the Indemnifying Person of its obligations under this Article VII except to the extent that (and only to the extent that) the Indemnifying Person shall have been materially prejudiced by such failure to give such notice, in which case the Indemnifying Person Indemnitor shall be relieved obligated to pay for only one firm of counsel for all Buyer Indemnitees. Whether or not the Indemnitor elects to defend or prosecute any such obligations to the extent of such material prejudice. (b) In the event of a Third Party Claim, the Indemnifying Person Parties shall, and shall cause their respective Affiliates to, (A) cooperate in the defense or prosecution of such Third Party Claim, including by providing or making available to the Indemnitor all witnesses, pertinent records, materials and information relating thereto in the Buyer Indemnitee’s possession or under the Buyer Indemnitee’s control (or in the possession or control of any of its representatives) as is reasonably requested by the Indemnitor or its counsel and (B) act in good faith in responding to, defending against, settling or otherwise dealing with Third Party Claims. (d) Notwithstanding anything to the contrary contained in clause (ii) of Section 7.4(c), the Indemnitor shall not have the right to assume the control of the defense of any Third Party Claim if: (i) such Third Party Claim relates to or arises in connection with any Action, the object of which is to obtain an injunction, a restraining order, declaratory relief or other non-monetary relief (including criminal penalties) against any of the Buyer Indemnitees; (ii) the Buyer Indemnitees reasonably conclude, upon advice of outside counsel, that, in light of any actual or potential conflict of interest, it would be inappropriate for legal counsel selected by the 738336390 Indemnitor to represent the Buyer Indemnitees in such Third Party Claim; or (iii) the Buyer Indemnitee reasonably determines that an adverse determination with respect to the Action giving rise to such Third Party Claim would be materially detrimental to or injure the Buyer Indemnitees’ reputation or future business prospects or otherwise constitute a Material Adverse Effect. In the event that the Indemnitor does not have the right to assume the control of the defense of any of the foregoing Third Party Claims, the Buyer Indemnitee shall defend the PubCo Indemnified Person against such Third Party Claim in good faith, at its own cost and be expense (which cost and expense shall, upon a determination that the Buyer Indemnitees are entitled to appoint counsel indemnification, be included in the amount of the Indemnifying Person’s choice Losses for which the Buyer Indemnitees are entitled to indemnification to the extent such cost and expense is reasonable and documented), and the Indemnitor shall have the right (but not the duty) to participate in the defense thereof and to engage counsel, at its own expense, separate from the expense counsel engaged by the Buyer Indemnitee. (e) Any settlement or compromise made or caused to be made by the Buyer Indemnitee (unless the Indemnitor has the exclusive right to settle or compromise under clause (ii) of Section 7.4(c)) or the Indemnifying Person to represent Indemnitor, as the PubCo Indemnified Person in connection with such Action (in which case the Indemnifying Person shall not thereafter be responsible for the fees and expenses may be, of any separate counsel retained by such PubCo Indemnified Person or any other costs or expenses with respect to the defense of a Third Party Claim except shall also be binding upon the Indemnitor or the Buyer Indemnitee, as set forth below)the case may be, in the same manner as if a final Governmental Order had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that such counsel is acceptable to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by no liability, restriction, or Loss of any kind or nature shall be imposed on the PubCo Indemnified Person Buyer Indemnitee as a result of such settlement or compromise without the its prior written consent of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent of such PubCo Indemnified Person (consent, which consent shall not be unreasonably withheld withheld, conditioned, or delayed), unless, in the case of clause and (ii), ) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event any PubCo Indemnified Person settles Buyer Indemnitee shall not settle or compromises or consents to the entry of any judgment with respect to compromise any Third Party Claim without the prior written consent of the Indemnifying PersonIndemnitor, such PubCo Indemnified Person which consent shall not be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII with respect to such Third Party Claimunreasonably withheld, conditioned or delayed. (c) In the event of a Direct Claim, the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim Notice.

Claims Process. (a) 8.5.1 In the event that: (a) any Action is asserted or instituted by any Person against a PubCo Indemnified Person other than the Parties or their Affiliates which could give rise to an indemnity obligation of any Contributor Party (the “Indemnifying PersonParty”) to indemnify any other Party (the “Indemnified Party”) (such Action, a “Third Party Claim”) or (b) any PubCo Indemnified Person Party under this Agreement shall have a claim for Damages under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo the Indemnified Person Party shall, promptly after it becomes aware of a Third Party Claim, or facts supporting a Direct Claim, provide written notice to the Indemnifying Person Party specifying the nature of such Action Action, including the specific breach with respect to the Closing and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages involvedsuch Action) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo the Indemnified Person Party in the case of a Third Party Claim; provided, however, that a delay in notifying Claim and thereafter will keep the Indemnifying Person Party reasonably informed with respect thereto; provided that failure of Indemnifying Party to timely provide Claim Notice or to keep Indemnifying Party reasonably informed as provided herein shall not relieve the Indemnifying Person Party of its obligations under this Article VII Section 8.5 except to the extent that (and only to the extent that) the Indemnifying Person Party shall have been materially prejudiced by or adversely affected by such failure to give such notice, in which case the Indemnifying Person shall be relieved of such obligations to the extent of such material prejudice. (b) 8.5.2 In the event of a Third Party Claim, the Indemnifying Person Party shall have the right to defend the PubCo Indemnified Person Party against such Third Party Claim and be entitled to appoint counsel of the Indemnifying PersonParty’s choice at the expense of the Indemnifying Person Party to represent the PubCo Indemnified Person Party in connection with such Action (in which case the Indemnifying Person Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such PubCo any Indemnified Person Party or any other costs or and expenses with respect to the defense of a Third Party Claim except as set forth below); providedprovided that the Indemnifying Party will not have the right to assume the defense of any Action if (a) in the reasonable opinion of the Indemnified Party, however, that counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such counsel is acceptable interests could be in conflict with those of the Indemnifying Party; (b) such litigation involves potential criminal liability or could reasonably be expected to such PubCo Indemnified Person, acting reasonablyhave a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party; or (c) the Indemnifying Party will not have assumed the defense of the litigation in a timely fashion (but in any event within thirty (30) days of Claim Notice). If requested by the Indemnifying PersonParty, such PubCo the Indemnified Person Party agrees to cooperate with the Indemnifying Person Party and its counsel in defending and contesting any Action which the Indemnifying Person Party defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised compromised: (i) by the PubCo Indemnified Person Party without the prior written consent of the Indemnifying Person Party (which consent shall not be unreasonably withheld) which compromise or settlement shall (x) include an unconditional release, in form and substance satisfactory to such Indemnified Party, of such Indemnified Party from all liability on claims that are the subject matter of such claim, and (y) not include a statement as to an admission of fault, culpability or a failure to act by or on behalf of any such Indemnified Party or (ii) by the Indemnifying Person Party without the prior written consent of such PubCo the Indemnified Person Party (which consent shall not be unreasonably withheld or delayedwithheld), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party ClaimParty. In the event any PubCo Indemnified Person Party settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying PersonParty, such PubCo each Indemnified Person Party shall be deemed to have waived all rights against the Indemnifying Person Party for indemnification under this Article VII Section 8.5.2 with respect to such Third Party Claim. (c) 8.5.3 In the event of a Direct Claim, the Indemnifying Person Party shall notify the PubCo Indemnified Person Party within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person Party disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying PersonParty, such PubCo the Indemnified Person Party shall grant the Indemnifying Person and its Representatives Party reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person Party to the extent reasonably related to the subject matter of matters to which the Claim NoticeNotice relates.

Claims Process. (ai) In Upon receipt by a Buyer Indemnified Party or Seller Indemnified Party (as applicable, the event that: (a“Indemnified Party”) of notice from a third party of any Action is asserted action, suit, proceeding, claim, demand or instituted by any Person assessment against a PubCo such Indemnified Person Party which could might give rise to an indemnity obligation of any Contributor a claim for Losses under this Section 10, the Indemnified Party shall promptly give written notice thereof to the party from whom indemnification is sought (the “Indemnifying PersonParty”) (such Actionsetting forth, a “Third Party Claim”) or (b) any PubCo Indemnified Person shall have a claim for Damages under this Agreement which does not involve a Third Party Claim (such claimwith reasonable specificity, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo Indemnified Person shall, promptly after it becomes aware of a Third Party Claim, or facts supporting a Direct Claim, provide written notice to the Indemnifying Person specifying the nature of such Action and facts underlying each particular claim (including identification of all particular sections of this Agreement pursuant to which indemnification is being sought), a copy of any documentation received from the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive third party and an estimate of the final amount, if any, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo Indemnified Person in the case of a Third Party ClaimLosses relating thereto; provided, however, that a delay in notifying the Indemnifying Person failure to give such notice shall not relieve eliminate the Indemnifying Person of its obligations under this Article VII right to indemnification provided hereunder except to the extent that (and only to the extent that) the Indemnifying Person Party shall have been materially actually prejudiced by such failure to give such notice, in which case the Indemnifying Person shall be relieved as a result of such obligations to the extent failure. Upon receipt of such material prejudice. (b) In the event of a Third Party Claimnotice, the Indemnifying Person Party and the Indemnified Party shall negotiate and discuss in good faith any underlying claim by the Indemnified Party or from a third party and for a period of thirty (30) days and shall work together to resolve such claim to the mutual satisfaction of all parties prior to the initiation of any litigation by the Indemnified Party. The Indemnifying Party shall have the right, at its option, to assume the defense of, at its own expense and by its own counsel, any such matter as to which the Indemnified Party is seeking indemnification hereunder. If the Indemnifying Party shall, in accordance with the preceding sentence, undertake to compromise or defend any such asserted Liability, it shall notify the Indemnified Party of its intention to do so, and the Indemnified Party shall agree to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such asserted Liability; provided, however, that the Indemnifying Party shall not settle any such asserted Liability without the written consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement fully releases the Indemnified Party in connection with such matter and provides relief consisting solely of money damages borne by the Indemnifying Party. Notwithstanding an election of the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to defend employ separate counsel at its own expense and to participate in the PubCo Indemnified Person against defense of such Third Party Claim and be entitled to appoint counsel of action or proceeding, provided, that, the Indemnifying Person’s choice at Party shall bear the expense reasonable fees, costs and expenses of one such separate counsel in each jurisdiction, if, but only if, (y) the defendants in, or targets of, any such action or proceeding include both an Indemnified Party and the Indemnifying Person Party, and such Indemnified Party shall have reasonably concluded, based on the advice of counsel, that there is a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to represent the PubCo Indemnified Person in connection with such Action proceeding (in which case the Indemnifying Person Party shall not thereafter be responsible for have the fees and expenses of any separate counsel retained by such PubCo Indemnified Person or any other costs or expenses with respect right to direct the defense of such action or proceeding on behalf of the Indemnified Party) or (z) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party within a Third reasonable time after notice of the institution of such action or proceeding. In any event, the Indemnified Party Claim except as set forth below)and its counsel shall cooperate with the Indemnifying Party and its counsel and shall not assert any position in any proceeding inconsistent with that asserted by the Indemnifying Party. (ii) If the Indemnifying Party does not undertake to compromise or defend any third party claim pursuant to Section 10(g)(i) above, then the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense, but in such case, the Indemnified Party shall control the investigation and defense of the asserted Liability; provided, however, that such counsel is acceptable the Indemnified Party shall not consent to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person settlement of a third party claim without the prior written consent of the Indemnifying Person or (ii) by Party; provided, further, that the Indemnifying Person Party may, at its option, elect at any time to assume and control the defense against such third party claim. The Indemnifying Party’s decision to allow the Indemnified Party to take the lead with respect to any indemnity obligation of the Indemnifying Party shall not limit, expand or otherwise affect the Indemnifying Party’s obligation to indemnify the Indemnified Party with respect to any such indemnity obligation, and if an Indemnified Party settles a third party claim it is defending pursuant to this Section 10(g)(ii) without obtaining the prior Indemnifying Party’s written consent to such settlement in violation of such PubCo Indemnified Person (which consent shall not be unreasonably withheld or delayed)the immediately preceding sentence, unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by then the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release shall be relieved of claims in favor of its indemnification obligations hereunder with respect to such PubCo Indemnified Persons in respect of such Third Party Claim. third party claim. (iii) In the event any PubCo Indemnified Person settles Party should have an indemnification claim against any Indemnifying Party under this Agreement that does not involve a claim by a third party, promptly after becoming aware of any facts or compromises circumstances which the Indemnified Party believes have given or consents would reasonably be expected to give rise to a right of indemnification pursuant to this Agreement, the Indemnified Party shall deliver notice of such claim to the entry Indemnifying Party in writing setting forth, with reasonable specificity, the nature of any judgment with respect and facts underlying each particular claim (including identification of all particular sections of this Agreement pursuant to any Third Party Claim without the prior written consent which indemnification is being sought) and an estimate of the Indemnifying Person, such PubCo Losses relating thereto. The failure by any Indemnified Person shall be deemed Party to have waived all rights against so notify the Indemnifying Person for indemnification under this Article VII Party shall not relieve the Indemnifying Party from any Liability that it may have to such Indemnified Party, except to the extent that the Indemnifying Party has been prejudiced by such failure. If the Indemnifying Party disputes its Liability with respect to such Third claim, the Indemnifying Party Claimand the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in the appropriate court of competent jurisdiction. (civ) In Notwithstanding anything in this Agreement to the event of a Direct Claimcontrary, the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days conduct of receipt of a Claim Notice whether the Indemnifying Person disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim NoticeTax proceedings is addressed in Section 7(b).

Claims Process. (a) In order to seek indemnification under Section 6.2, the event that: (a) any Action is asserted or instituted by any Person against a PubCo Buyer Indemnified Person which could give rise or the Seller Indemnified Person (as applicable, the “Indemnified Person”) shall, prior to an indemnity obligation the end of any Contributor the applicable survival period set forth in Section 6.1, deliver to Seller or Buyer (as applicable, the “Indemnifying Person”) (such Actiona certificate signed by any officer of Seller or Buyer, a “Third Party Claim”) or (b) any PubCo Indemnified Person shall have a claim for Damages under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo Indemnified Person shall, promptly after it becomes aware of a Third Party Claim, or facts supporting a Direct Claim, provide written notice to the Indemnifying Person specifying the nature of such Action and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages involved) as applicable (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo ) promptly after the Indemnified Person has knowledge of a bona fide claim for indemnification pursuant to this Article VI; provided, that any delay in providing such notice shall not result in the Indemnified Person losing its rights under this Article VI in the case of a Third Third-Party Claim; provided, however, that a delay in notifying the Indemnifying Person shall not relieve the Indemnifying Person of its obligations under this Article VII Claim except to the extent the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced thereby: (i) stating that the Indemnified Person has a claim for Indemnifiable Damages, the nature of the claim and only the provision of this Agreement which gives rise to the claim; (ii) stating the amount of such Indemnifiable Damages that have been incurred, paid, reserved or accrued, to the extent thatreasonably determinable at the time of submission of such Claim Notice (the “Claimed Amount”); and (iii) specifying in reasonable detail (based upon the information then possessed by the Indemnified Person) the Indemnifying Person shall have been materially prejudiced by such failure to give such notice, in which case the Indemnifying Person shall be relieved individual items of such obligations to Indemnifiable Damages included in the extent of such material prejudiceamount so stated. (b) In The Indemnifying Person may, at any time on or before the event thirtieth (30th) day following its receipt of a Third Claim Notice for a claim that is not a Third-Party ClaimClaim (the “Objection Period”), object to a claim made in such Claim Notice by delivering written notice (a “Claim Objection”) to the Indemnified Person. The Claim Objection shall set forth in reasonable detail the reasons for the objection to such claim and the portion of the Claimed Amount which is disputed. If the Indemnified Person does not receive a Claim Objection in respect of any Claim Notice within the Objection Period in accordance with this section, the Indemnifying Person shall, within five (5) Business Days following the end of the Objection Period, pay to the Indemnified Person, by wire transfer of immediately available funds to an account designated in writing by the Indemnified Person, the full amount of the Claimed Amount. If the Indemnified Person receives a Claim Objection in respect of any Claim Notice within the Objection Period in accordance with this section, the Indemnifying Person shall have within five (5) Business Days following the right end of the Objection Period, deliver to defend the PubCo Indemnified Person against such Third Party Claim and be entitled an amount equal to appoint counsel the portion of the Indemnifying Person’s choice at Claimed Amount not subject to dispute (if any). During the expense of twenty (20) day period following the Indemnifying Person to represent the PubCo Indemnified Person in connection with such Action (in which case the Indemnifying Person shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such PubCo Indemnified Person or any other costs or expenses with respect to the defense delivery of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate Objection in accordance with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person without the prior written consent of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent of such PubCo Indemnified Person (which consent shall not be unreasonably withheld or delayedSection 6.4(b), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Indemnified Person asserting shall attempt in good faith to resolve such dispute. If the Third Party Claim and dispute is not resolved within such twenty (20) day period, either the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In or the event any PubCo Indemnified Person settles or compromises or consents may bring suit pursuant to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Person, such PubCo Indemnified Person shall be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII with respect to such Third Party ClaimSection 9.4. (c) In the event of a Direct Claim, the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim Notice.

Claims Process. As an express condition precedent to the indemnification obligations set forth in this Section 10, the party or related entity seeking indemnification (a“Indemnified Party”) In will provide the event that: party from which indemnification is sought (a“Indemnifying Party”) any Action is asserted or instituted by any Person against a PubCo Indemnified Person which could give rise to an indemnity obligation with prompt written notice of the existence of any Contributor such Claim; the Indemnified Party shall be allowed the right to control the defense of the Claim (and to settle or compromise the “Indemnifying Person”) (Claims provided such Action, a “Third Party Claim”) or (b) any PubCo settlement does not materially impair the Indemnified Person shall have a claim for Damages Party’s rights under this Agreement which does not involve a Third Agreement); and the Indemnified Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo Indemnified Person shall, promptly after it becomes aware of a Third Party Claim, or facts supporting a Direct Claim, provide written notice to shall reasonably cooperate in the Indemnifying Person specifying the nature Party’s defense or settlement of any such Action Claim and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo Indemnified Person in the case of a Third Party Claim; provided, however, that a delay in notifying provide non-financial assistance at the Indemnifying Person shall not relieve the Indemnifying Person of its obligations under this Article VII except to the extent that (and only to the extent that) the Indemnifying Person shall have been materially prejudiced by such failure to give such notice, in which case the Indemnifying Person shall be relieved of such obligations to the extent of such material prejudice. (b) In the event of a Third Party’s request. The Indemnified Party Claim, the Indemnifying Person shall have the right to defend participate in the PubCo Indemnified Person against defense of any such Third Party Claim at its expense and be entitled to appoint through counsel of its choosing. The foregoing indemnifications shall survive the expiration or termination of this Agreement. “Claim(s)” means a claim, suit, action, demand, investigation, inquiry or proceeding brought by a third party or governmental entity against the respective Indemnified Party. “Costs” means judgments, losses, payments, costs, charges, expenses (including reasonable attorney’s, accounting, investigator, experts and consulting fees, disbursements, court costs and litigation expenses), damages, liabilities, settlements, fines, interest, penalties, reasonable costs of advertising material and media time/space, all expenses of recall, refunds, public notices, lost profits (but only to the extent the Indemnifying Person’s choice at the expense of the Indemnifying Person to represent the PubCo Indemnified Person in connection with such Action (in which case the Indemnifying Person shall not thereafter be Party is otherwise responsible for such under the fees terms of this Agreement) and expenses of any separate counsel retained by such PubCo Indemnified Person or any other costs or expenses similar amounts. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the defense of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person without the prior written consent of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent of such PubCo Indemnified Person (which consent shall not be unreasonably withheld or delayed), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event any PubCo Indemnified Person settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Person, such PubCo Indemnified Person shall be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII with respect to such Third Party Claimomitted portions. (c) In the event of a Direct Claim, the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim Notice.

Claims Process. (a) In the event that: (a) any Action is asserted or instituted by any Person against a PubCo Each Indemnified Person which could give rise to an indemnity obligation of any Contributor (the “Indemnifying Person”) (such Action, a “Third Party Claim”) or (b) any PubCo Indemnified Person shall have a claim for Damages under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo Indemnified Person Section 9 shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party in respect of which indemnity may be sought from the Indemnifying Party under this Section 9, notify the Indemnifying Party in writing of the commencement thereof. The omission of any Indemnified Party to so notify the Indemnifying Party of any such Claim shall not relieve the Indemnifying Party from any liability which it becomes aware may have to such Indemnified Party unless, and only to the extent that, such omission materially and adversely prejudices the Indemnifying Party and results in the Indemnifying Party’s forfeiture of a Third Party Claimsubstantive rights or defenses. In case any such Claim shall be brought against any Indemnified Party, or facts supporting a Direct Claim, provide written notice and upon its notification to the Indemnifying Person specifying the nature of such Action and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive Party of the final amountcommencement thereof, if anythe Indemnifying Party shall be entitled to assume the defense thereof at its own expense, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by counsel satisfactory to such PubCo Indemnified Person Party in the case of a Third Party Claimits reasonable judgment; provided, however, that a delay any Indemnified Party may, at its own expense, retain separate counsel to participate in notifying the Indemnifying Person shall not relieve the Indemnifying Person of such defense at its obligations under this Article VII except own expense and further provided that prior to the extent that (and only to the extent that) the Indemnifying Person shall have been materially prejudiced by such failure to give such notice, in which case the Indemnifying Person shall be relieved assuming control of such obligations to the extent of such material prejudice. (b) In the event of a Third Party Claimdefense, the Indemnifying Person Party must acknowledge that it would have an indemnity obligation for the Damages resulting from such Claim. Notwithstanding the foregoing, the Indemnifying Party shall have the right to defend the PubCo Indemnified Person against such Third Party Claim and not be entitled to appoint counsel of the Indemnifying Person’s choice at the expense of the Indemnifying Person to represent the PubCo Indemnified Person in connection with such Action (in which case the Indemnifying Person shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such PubCo Indemnified Person or any other costs or expenses with respect to assume the defense of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person without the prior written consent of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent of such PubCo Indemnified Person (which consent shall not be unreasonably withheld or delayed), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event any PubCo Indemnified Person settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying PersonIndemnified Party if (i) the Claim relates to or arises in connection with any criminal proceeding, such PubCo action, indictment, allegation or investigation, (ii) the Indemnified Person shall be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII Party reasonably believes an adverse determination with respect to the Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, or (iii) the Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates. (b) In any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Third Indemnified Party Claimshall have the right to employ separate counsel and to control its own defense of such Claim if, in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (x) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (y) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any Claim between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. (c) In The Indemnifying Party agrees that it will not, without the event prior written consent of a Direct Claimeach Indemnified Party settle, the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access compromise or consent to the booksentry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby (if such Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, records, employees, Representatives and properties compromise or consent includes an unconditional release of such PubCo Indemnified Person Party from all liability arising or that may arise out of such Claim. The Indemnifying Party shall not be liable for any settlement of any Claim effected by an Indemnified Party without its written consent, which consent shall not be unreasonably withheld. The rights accorded to an Indemnified Party hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise; provided, however, that notwithstanding the foregoing or anything to the extent reasonably related contrary contained in this Agreement, nothing in this Section 9 shall restrict or limit any rights that any Indemnified Party may have to the subject matter of the Claim Noticeseek equitable relief.

Claims Process. (a) In the event that: (ai) any Action is asserted or instituted by any Person against a PubCo Indemnified Person other than the Parties or their Affiliates which could give rise to an indemnity obligation of any Contributor Party (the “Indemnifying PersonParty”) to indemnify any other Party (the “Indemnified Party”) (such Action, a “Third Party Claim”) or (bii) any PubCo Indemnified Person Party under this Agreement shall have a claim for Damages under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo the Indemnified Person Party shall, promptly after it becomes aware of a Third Party Claim, or facts supporting a Direct Claim, provide written notice to the Indemnifying Person Party specifying the nature of such Action and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo the Indemnified Person Party in the case of a Third Party Claim; provided, however, that a delay in notifying the Indemnifying Person Party shall not relieve the Indemnifying Person Party of its obligations under this Article VII VI except to the extent that (and only to the extent that) the Indemnifying Person Party shall have been materially prejudiced by such failure to give such notice, in which case the Indemnifying Person Party shall be relieved of such obligations to the extent of such material prejudice. (b) In the event of a Third Party Claim, the Indemnifying Person Party shall have the right to defend the PubCo Indemnified Person Party against such Third Party Claim and be entitled to appoint counsel of the Indemnifying PersonParty’s choice at the expense of the Indemnifying Person Party to represent the PubCo Indemnified Person Party in connection with such Action (in which case the Indemnifying Person Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such PubCo any Indemnified Person Party or any other costs or expenses with respect to the defense of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable to such PubCo the Indemnified PersonParty, acting reasonably. If requested by the Indemnifying PersonParty, such PubCo the Indemnified Person Party agrees to cooperate with the Indemnifying Person Party and its counsel in defending and contesting any Action which the Indemnifying Person Party defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person Party without the prior written consent of the Indemnifying Person Party or (ii) by the Indemnifying Person Party without the prior written consent of the Indemnified Party (in each such PubCo Indemnified Person (case, which consent shall not be unreasonably withheld or delayed), unless, in the case of clause (ii), no admission of wrongdoing by the Indemnified Party is required and the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party ClaimParty. In the event any PubCo Indemnified Person Indemnifying Party settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without in accordance and compliance with the prior written consent previous sentence of the Indemnifying Personthis Section 6.03(b), such PubCo each Indemnified Person Party shall be deemed to have waived all rights against the Indemnifying Person Party for indemnification under this Article VII VI with respect to such Third Party Claim. (c) In the event of a Direct Claim, the Indemnifying Person Party shall notify the PubCo Indemnified Person Party within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person Party disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying PersonParty, such PubCo the Indemnified Person Party shall grant the Indemnifying Person Party and its Representatives representatives reasonable access to the books, records, employees, Representatives representatives and properties of such PubCo Indemnified Person Party to the extent reasonably related to the subject matter of matters to which the Claim NoticeNotice relates.

Claims Process. (a) In the event that, subject to the applicable survival period: (ai) any Action Claim is asserted or instituted by any Person against a PubCo Indemnified Person other than the Parties or their Affiliates which could give rise to an indemnity obligation of any Contributor Party (the “Indemnifying PersonParty”) to indemnify any other Party or any related indemnitee (the “Indemnified Party”) under the terms of this Agreement (such ActionClaim, a “Third Party Claim”) or (bii) any PubCo Indemnified Person Party under this Agreement shall have a claim for Damages under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo the Indemnified Person Party shall, as promptly as practicable but in no event later than thirty (30) days after it becomes aware of a Third Party Claim, or facts supporting a Direct ClaimClaim (in each case, the “Claim Period”), provide written notice to the Indemnifying Person Party specifying the nature of such Action Claim and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages Losses involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo the Indemnified Person Party in the case of a Third Party Claim; provided, however, that a delay in notifying the failure to so notify such Indemnifying Person Party shall not relieve the such Indemnifying Person Party of its obligations under this Article VII hereunder except to the extent that (and only to the extent that) the such Indemnifying Person shall have been Party is materially prejudiced by such failure to give such notice, in which case the Indemnifying Person shall be relieved of such obligations to the extent of such material prejudicefailure. (b) In the event of a Third Party Claim, the Indemnifying Person Party shall have the right to defend the PubCo Indemnified Person Party against such Third Party Claim (provided that the Indemnifying Party provides notice of its election to assume such defense to the Indemnified Party within thirty (30) days of the Claim Notice) and be entitled to appoint counsel of the Indemnifying PersonParty’s choice at the expense of the Indemnifying Person Party to represent the PubCo Indemnified Person Party in connection with such Action Third Party Claim (in which case the Indemnifying Person Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such PubCo any Indemnified Person Party or any other costs or expenses with respect to the defense of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable to such PubCo the Indemnified PersonParty, acting reasonably. If requested by the Indemnifying PersonParty, such PubCo the Indemnified Person Party agrees to cooperate with the Indemnifying Person Party and its counsel in defending and contesting any Action Third Party Claim which the Indemnifying Person Party defends, or, if appropriate and related to the Action Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person Party without the prior written consent of the Indemnifying Person Party or (ii) by the Indemnifying Person Party without the prior written consent of such PubCo the Indemnified Person Party (which consent shall not be unreasonably withheld or delayed), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party ClaimParty. In the event any PubCo Indemnified Person settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Person, such PubCo Indemnified Person shall be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII with respect to such Third Party Claim. (c) In the event of a Direct Claim, the Indemnifying Person Party shall notify the PubCo Indemnified Person Party, in writing, within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person Party disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim Notice.

Claims Process. If there occurs an event which any Party (aor any Purchaser Indemnified Party or any Seller Indemnified Party) In asserts is an indemnifiable event pursuant to this ARTICLE IX, the event that: (a) any Action is asserted or instituted by any Person against a PubCo Indemnified Person which could give rise to an indemnity obligation of any Contributor seeking indemnification (the “Indemnifying PersonIndemnitee”) promptly shall notify in writing the party obligated to provide indemnification pursuant to the terms hereof (the “Indemnitor”) of the occurrence of such Action, event. If such event involves any claim or the commencement of any action or proceeding by a third Person (a “Third Party Claim”), the Indemnitee shall give the Indemnitor prompt written notice of such claim or the commencement of such action or proceeding (if known). The notice shall describe, in reasonable detail, the claim, the amount thereof if known and quantifiable, and the specific basis therefor. Any delay or failure by an Indemnitee to so notify the Indemnitor shall not relieve the Indemnitor of its indemnification obligations hereunder except to the extent (and only to such extent) such failure actually prejudices the Indemnitor. Except as otherwise provided in Section 7.03, the Indemnitor shall be entitled to assume and control the defense of, or (b) any PubCo Indemnified Person shall have a claim for Damages under this Agreement which does not involve a settle, such Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”)counsel approved by Indemnitee in writing, such PubCo Indemnified Person shallapproval not to be unreasonably withheld, promptly after it becomes aware of a Third Party Claimconditioned, or facts supporting a Direct Claim, provide delayed) at the Indemnitor’s expense by sending written notice to the Indemnifying Person specifying Indemnitee of its election to do so within 30 Business Days after receiving written notice from the nature Indemnitee; provided, that notwithstanding the foregoing, the Indemnitor shall not have the right to defend or direct the defense of any such Third Party Claim (a) that is likely to result in Losses that will, in the good faith determination of the Indemnitee, materially exceed the amount of indemnification that the Indemnitor would be liable to pay to the Indemnitee hereunder, (b) that seeks solely an injunction or other equitable relief against the Indemnitee (and in connection with which no claims for monetary Losses are pursued), (c) that is a criminal, regulatory or statutory enforcement action brought by a Governmental Body, (d) that involves Taxes or (e) if the Indemnitor does not make reasonably adequate provision with respect to the defense, satisfaction and discharge of such Action and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo Indemnified Person in the case of a Third Party Claim; provided. The Indemnitee agrees to reasonably cooperate with the Indemnitor and its counsel in the defense against any such asserted claim, however, that a delay in notifying including by providing the Indemnifying Person shall not relieve the Indemnifying Person of its obligations under this Article VII except to the extent that Indemnitor (and only selected counsel) with access to the extent that) the Indemnifying Person shall have been materially prejudiced by any documents, employees, witnesses and other persons or information in such failure to give such notice, in which case the Indemnifying Person shall be relieved Indemnitee’s access or control that are reasonably requested and may facilitate investigation or defense or settlement of such obligations to the extent of such material prejudice. (b) In the event of a Third Party Claim, the Indemnifying Person . The Indemnitee shall have the right to defend participate in (but not control) the PubCo Indemnified Person against defense of such asserted claim with separate counsel, if it desires, at its own expense. Any settlement or compromise of such asserted claim by the Indemnitor shall require the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that no such consent shall be required as long as it is solely a monetary settlement (that will be paid by the Indemnitor or its insurer in its entirety in accordance with the terms hereof) that provides a full and unconditional release of the Indemnitee with respect to such matter and does not contain an admission of liability or any continuing obligation on the part of the Indemnitee. Unless the Indemnitor assumes the defense of such claim within 30 Business Days after receiving written notice thereof from the Indemnitee, or fails to diligently prosecute the defense of such Third Party Claim and be entitled to appoint after having assumed the defense thereof, the Indemnitee shall control the defense of such claim (with counsel of its choice and with the Indemnifying Person’s choice at Indemnitor required to pay all reasonable costs and reasonable expenses incurred by the expense of the Indemnifying Person to represent the PubCo Indemnified Person Indemnitee in connection with such Action (matter) and the Indemnitor shall have the right to participate therein at its own expense; provided, that in which case the Indemnifying Person shall not thereafter be responsible for event the fees and expenses of any separate counsel retained by such PubCo Indemnified Person or any other costs or expenses with respect to Indemnitee controls the defense of a Third Party Claim except as set forth below); providedany such claim, however, that the Indemnitee shall not be permitted to settle or compromise any such counsel is acceptable to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person claim without the prior written consent of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent of such PubCo Indemnified Person (Indemnitor, which consent shall not be unreasonably withheld withheld, conditioned or delayed), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event any PubCo Indemnified Person settles or compromises or consents to the entry Indemnitor assumes the defense of the claim, the Indemnitor will keep the Indemnitee reasonably informed of the progress of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Personsuch defense, such PubCo Indemnified Person shall be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII with respect to such Third Party Claimcompromise or settlement. (c) In the event of a Direct Claim, the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim Notice.

Claims Process. (a) In If any third party shall notify either any Tencent Indemnitee or any JD Indemnitee (such party seeking indemnity, for the event that: (a) any Action is asserted or instituted by any Person against a PubCo Indemnified Person which could give rise to an indemnity obligation purposes of any Contributor (this Section 6.06, the “Indemnifying PersonIndemnified Party”) in writing with respect to any matter involving a claim by such third party (such Action, a “Third Party Claim”) or (b) any PubCo which such Indemnified Person shall have Party believes would give rise to a claim for Damages indemnification against the Indemnifying Party under this Agreement which does not involve a Third Article VI, then the Indemnified Party Claim shall promptly (i) notify Tencent Parent or JD Parent (such claimparty, for the purposes of this Section 6.06, the “Indemnifying Party”) thereof in writing and (ii) transmit to the Indemnifying Party a written notice (“Direct ClaimClaim Notice”) describing in reasonable detail, and together with Third Party Claimsto the extent reasonably practicable, “Claims”), such PubCo Indemnified Person shall, promptly after it becomes aware the nature of a the Third Party Claim, or facts supporting a Direct Claimcopy of all papers served with respect to such claim (if any), provide written notice and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to so notify the Indemnifying Person specifying the nature of such Action and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo Indemnified Person in the case of a Third Party Claim; provided, however, that a delay in notifying the Indemnifying Person shall not relieve the Indemnifying Person Party of its obligations under this Article VII hereunder except to the extent that (and only any Losses are increased by an amount in excess of US$50,000 by the failure of the Indemnified Party to the extent that) promptly notify the Indemnifying Person shall have been materially prejudiced by such failure to give such notice, in which case the Indemnifying Person shall be relieved of such obligations to the extent of such material prejudiceParty. (b) In the event Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Person Party shall have the right to defend assume the PubCo Indemnified Person against such defense of any Third Party Claim and be entitled to appoint counsel by, within (30) days of receipt of the Indemnifying Person’s choice at Claim Notice, notifying the expense of Indemnified Party in writing that the Indemnifying Person Party elects to represent the PubCo Indemnified Person in connection with such Action (in which case the Indemnifying Person shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such PubCo Indemnified Person or any other costs or expenses with respect to assume the defense of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party Claim may be settled or compromised shall have the right to control and settle the proceeding, provided, that, (i) by any such settlement or compromise shall be permitted hereunder only with the PubCo Indemnified Person without the prior written consent of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent of such PubCo Indemnified Person (Party which consent shall not be unreasonably withheld or delayed), unless, in the case of clause ; and (ii), ) and the sole relief provided is monetary damages that are paid in full Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense on a regular basis. (c) If requested by the Indemnifying Person Party, the Indemnified Party shall, at the sole cost and expense of the Person Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event any PubCo Indemnified Person settles or compromises or consents to the entry of any judgment communications with respect to any Third Party Claim without the prior written consent of for which indemnity is sought under this Agreement, other than any privileged communications between the Indemnifying PersonParty and its counsel, such PubCo Indemnified Person and shall be deemed entitled, at its sole cost and expense, to have waived all rights against retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under Section 6.06(b) above) of any Third Party Claim assumed by the Indemnifying Person for indemnification under this Article VII with respect Party pursuant to such Third Party ClaimSection 6.06(b). (cd) In the event of a Direct Claim, Third Party Claim for which the Indemnifying Person shall notify Party elects not to assume the PubCo Indemnified Person defense or fails to make such an election within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person disputes such claim. From and after the delivery of a Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the reasonable request expense of the Indemnifying PersonParty; provided, that, any such PubCo Indemnified Person settlement or compromise shall grant be permitted hereunder only with the written consent of the Indemnifying Person and its Representatives reasonable access to the booksParty, records, employees, Representatives and properties of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim Noticewhich consent shall not be unreasonably withheld or delayed.

Claims Process. (a) In order to seek indemnification under Section 8.2, the event that: (a) any Action is asserted or instituted by any Person against a PubCo Buyer Indemnified Person which could give rise or the Seller Indemnified Person (as applicable, the “Indemnified Person”) shall deliver to an indemnity obligation of any Contributor Seller or Buyer (as applicable, the “Indemnifying Person”) a notice signed by an officer of Seller or Buyer, as applicable (such Actiona “Claim Notice”) promptly after (and in any event within ten (10) days after) the Indemnified Person has received notice of any lawsuit or other claim, action, suit or arbitration which may be subject to indemnification under this Article VIII from a third party (a “Third Party Claim”) ), or (b) any PubCo Indemnified Person shall have otherwise has knowledge of a bona fide claim for Damages under indemnification pursuant to this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo Indemnified Person shall, promptly after it becomes aware of a Third Party Claim, or facts supporting a Direct Claim, provide written notice to the Indemnifying Person specifying the nature of such Action and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo Indemnified Person in the case of a Third Party ClaimArticle VIII; provided, however, that a any failure or delay in notifying the Indemnifying Person providing such notice shall not relieve affect the Indemnifying Person of its obligations under this Article VII Indemnified Person’s rights to indemnification hereunder except to the extent the Indemnifying Person is materially prejudiced thereby. The Claim Notice shall: (vii) state that the Indemnified Person has a claim for Indemnifiable Damages; (and only viii) state the amount of or a good faith estimate of the Indemnifiable Damages arising from such claim to the extent thatthen known (the “Claimed Amount”); and (ix) describe in reasonable detail (based upon the information then possessed by the Indemnified Person) the Indemnifying Person shall have been materially prejudiced by nature of the claim to which such failure to give such notice, in Indemnifiable Damages are related and the provision of the Agreement which case the Indemnifying Person shall be relieved of such obligations gives rise to the extent of such material prejudiceclaim. (b) In The Indemnifying Person may, at any time on or before the event thirtieth (30th) day following its receipt of a Third Party ClaimClaim Notice (the “Objection Period”), object (a “Claim Objection”) to a claim made in such Claim Notice by delivering written notice to the Indemnified Person. The Claim Objection shall set forth in reasonable detail the reasons for the objection to such claim and the portion of the Claimed Amount which is disputed. If the Indemnified Person does not receive a Claim Objection in respect of any Claim Notice within the Objection Period in accordance with this section, the Indemnifying Person shall, within five (5) Business Days following the end of the Objection Period, deliver to the Indemnified Person, the full amount of the Claimed Amount. If the Indemnified Person receives a Claim Objection in respect of any Claim Notice within the Objection Period in accordance with this section, the Indemnifying Person shall have within five (5) Business Days following the right end of the Objection Period, deliver to defend the PubCo Indemnified Person against such Third Party Claim and be entitled an amount equal to appoint counsel the portion of the Indemnifying Person’s choice at Claimed Amount not subject to dispute (if any). (c) During the expense of twenty (20) day period following the Indemnifying Person to represent the PubCo Indemnified Person in connection with such Action (in which case the Indemnifying Person shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such PubCo Indemnified Person or any other costs or expenses with respect to the defense delivery of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate Objection in accordance with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person without the prior written consent of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent of such PubCo Indemnified Person (which consent shall not be unreasonably withheld or delayedSection 8.4(b), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Indemnified Person asserting shall attempt in good faith to resolve such dispute. If the Third Party Claim and dispute is not resolved within such twenty (20) day period, either the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In or the event any PubCo Indemnified Person settles or compromises or consents may submit the dispute for resolution pursuant to the entry provisions of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Person, such PubCo Indemnified Person shall be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII with respect to such Third Party Claim. (c) In the event of a Direct Claim, the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person disputes such claimSection 9.4. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim Notice.8.5

Claims Process. (a) In The Indemnified Party shall, as a condition precedent to the event that: right of the Indemnified Party to be indemnified under this Agreement, give the Chief Financial Officer of the Corporation (aor any officer performing similar functions) any Action is asserted or instituted by any Person against a PubCo Indemnified Person which could give rise to written notice (an indemnity obligation "Indemnification Notice") as soon as reasonably practicable of any Contributor (Proceeding made or threatened to be made against the “Indemnifying Person”) (such ActionIndemnified Party for which indemnification may be sought hereunder, a “Third Party Claim”) or (b) any PubCo Indemnified Person shall have a claim for Damages under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo Indemnified Person shall, promptly after it becomes aware of a Third Party Claim, or facts supporting a Direct Claim, provide written notice to the Indemnifying Person specifying the nature of such Action and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the final amount, if any, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo Indemnified Person in the case of a Third Party Claim; provided, however, that the failure to give notice in a delay in notifying the Indemnifying Person timely fashion shall not relieve disentitle the Indemnifying Person of its obligations Indemnified Party to the right to indemnity under this Article VII Agreement except to the extent that (and only to the extent that) the Indemnifying Person shall have been materially prejudiced Corporation suffers prejudice by such failure to give such notice, in which case the Indemnifying Person shall be relieved reason of such obligations to the extent of such material prejudicea delay. (b) In The Indemnified Party shall permit the event Corporation to assume the defence of a Third Party Claimany claim or action described in the Indemnification Notice with counsel of its choice. Whether or not such defence is assumed by the Corporation, the Indemnifying Person shall have the right Corporation will not be subject to defend the PubCo Indemnified Person against such Third Party Claim and be entitled to appoint counsel of the Indemnifying Person’s choice at the expense of the Indemnifying Person to represent the PubCo Indemnified Person in connection with such Action (in which case the Indemnifying Person any liability for any settlement made without its consent. The Corporation shall not thereafter be responsible for settle, compromise or consent to the fees and expenses entry of any separate counsel retained by such PubCo Indemnified Person judgment or order in respect of any other costs or expenses with respect to the defense of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person Proceeding without the prior written consent of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written Indemnified Party, such consent of such PubCo Indemnified Person (which consent shall not to be unreasonably withheld or delayed). The Corporation, unlessif it assumes such defence, in the case of clause (ii)will not consent to any judgment or order or enter into any settlement that does not include, as an unconditional term thereof, the sole relief provided is monetary damages that are paid in full giving by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event any PubCo Indemnified Person settles claimant or compromises or consents plaintiff to the entry Indemnified Party of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Person, such PubCo Indemnified Person shall be deemed to have waived a release from all rights against the Indemnifying Person for indemnification under this Article VII liability with respect to such Third Party Claim. (c) In claim, action or proceeding. If the event Corporation is not entitled to, or does not elect to, assume the defence of a Direct Claimclaim, action or proceeding, the Indemnifying Person shall notify Corporation will not be obligated to pay the PubCo costs, fees and expenses of more than one counsel (which for these purposes includes a legal firm) for the Indemnified Person within thirty (30) days Party and any other directors or officers of receipt of a Claim Notice whether the Indemnifying Person disputes Corporation who are indemnified pursuant to similar indemnity agreements with respect to such claim, action or proceeding, unless a conflict of interest shall exist between the Indemnified Party and any other indemnified party with respect to such claim, action or proceeding, in which event the Corporation will be obligated to pay the fees and expenses of an additional counsel for each indemnified party or group of indemnified parties with whom a conflict of interest exists. From In addition, the Indemnified Party shall give the Corporation such information and after cooperation as it may reasonably require. If the delivery Corporation becomes aware of any Proceeding or reasonably expects that a Claim NoticeProceeding will be made, at the reasonable request of Corporation will give the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties Party notice in writing promptly of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim NoticeProceeding or potential Proceeding.

Claims Process. On or before the Termination Date, promptly after becoming aware of the existence of potential Damages or a Third-Party Claim, Purchaser shall be entitled to deliver to the Escrow Agent and Seller a certificate signed by an officer of Purchaser (aan “Officer’s Certificate”) In the event that: stating Purchaser’s good faith belief that Damages exist (aor are reasonably expected to exist with respect to an identified matter) or that there has been an assertion in writing against any Action is asserted or instituted by any Person against a PubCo Purchaser Indemnified Person which could give rise to an indemnity obligation of a claim, demand, suit, action, arbitration, investigation, inquiry or proceeding brought by a third party against any Contributor Purchaser Indemnified Person (the “Indemnifying Person”) (in each such Actioncase, a “Third Third-Party Claim”) that if successfully prosecuted, would give rise to the indemnification obligations of the Indemnifying Parties set forth in Section 8.1, and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related. Notwithstanding the foregoing, if the Officer’s Certificate is given on or prior to the Termination Date, no delay on the part of the Purchaser in giving the Indemnifying Parties an Officer’s Certificate shall limit or reduce the Indemnifying Party’s right to indemnity hereunder, nor relieve the Indemnifying Party from any of its obligations, unless an Indemnifying Party is actually materially prejudiced thereby. Upon receipt of an Officer’s Certificate, the Escrow Agent will, as more particularly provided in the Escrow Agreement, segregate from the Escrow Funds into a separate account (bthe “Pending Claims Account”) a portion of the Escrow Amount as necessary to satisfy and pay (if and when it is determined that such amount is owed) the amount of the claim as stated in the Officer’s Certificate. The Escrow Agent will distribute the Escrow Funds in accordance with the terms of the Escrow Agreement. Subject to the provisions of this Section 8, if Damages exceed the available Escrow Funds, Purchaser is hereby authorized at any PubCo time thereafter and from time to time, to the fullest extent permitted by Law, to obtain repayment from the Equityholders to the extent any Escrow Funds or Cash Consideration has already been paid to the Equityholders (and the Equityholders shall promptly facilitate each of the foregoing remedies). Notwithstanding anything in this Agreement to the contrary, Purchaser Indemnified Person Persons shall have a claim for Damages not be entitled to recover under this Agreement which does not involve unless an Officer’s Certificate has been delivered to Seller on or before the applicable survival period for such claim provided in Section 8.1. If Seller shall object in writing to any claim or claims by Purchaser made in any Officer’s Certificate, Purchaser shall have 30 days to respond in a Third Party Claim (such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”), such PubCo Indemnified Person shall, promptly after it becomes aware of a Third Party Claim, or facts supporting a Direct Claim, provide written notice statement to the Indemnifying Person specifying objection of Seller. If after such 30 day period there remains a dispute as to any claims, Seller and Purchaser shall attempt in good faith for an additional period of up to 45 days to agree upon the nature rights of the respective parties with respect to each of such Action and the amount or estimated amount thereof (which amount or estimated amount claims, provided that if no agreement is reached, no amounts shall not be conclusive of the final amount, if any, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received owed by such PubCo Indemnified Person in the case of a Third Party Claim; provided, however, that a delay in notifying the Indemnifying Person shall not relieve Parties or recoverable by the Indemnifying Person of its obligations under this Article VII except to the extent that (and only to the extent that) the Indemnifying Person shall have Purchaser Indemnified Persons until a final decision, judgment or award has been materially prejudiced by such failure to give such notice, in which case the Indemnifying Person shall be relieved of such obligations to the extent of such material prejudice. (b) In the event of a Third Party Claim, the Indemnifying Person shall have the right to defend the PubCo Indemnified Person against such Third Party Claim and be entitled to appoint counsel of the Indemnifying Person’s choice at the expense of the Indemnifying Person to represent the PubCo Indemnified Person in connection with such Action (in which case the Indemnifying Person shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such PubCo Indemnified Person or any other costs or expenses rendered with respect to the defense of a Third Party Claim except as indemnification matters set forth below); provided, however, that such counsel is acceptable to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person without the prior written consent of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent of such PubCo Indemnified Person (which consent shall not be unreasonably withheld or delayed), unless, in the case of clause Officer’s Certificate (ii), including a declaratory or similar judgment that the sole relief provided is monetary damages that Purchaser Identified Persons are paid in full by the Indemnifying Person entitled to indemnification) and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims time in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event any PubCo Indemnified Person settles or compromises or consents which to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Person, such PubCo Indemnified Person shall be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII with respect to such Third Party Claimappeal therefrom has expired. (c) In the event of a Direct Claim, the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim Notice.

Claims Process. (a) In Notwithstanding Section 4(a), in the event that: a Party to this Escrow Agreement (aa "Claiming Person") any Action is asserted or instituted by any asserts a right to the Escrow Fund, such Claiming Person against a PubCo Indemnified Person which could give rise shall execute and deliver to an indemnity obligation of any Contributor the Escrow Agent and the other Parties hereto (the “Indemnifying Non-Claiming Person”) a written notice to such effect (a "Notice of Claim") and the right being asserted in a Notice of Claim (hereinafter referred to as a "Claim") setting forth the nature and details of such ActionClaim and the amount thereof (or if not ascertainable, a “Third Party Claim”reasonable maximum amount thereof) or (b) any PubCo Indemnified Person and instructing the Escrow Agent to deliver that portion of the Escrow Fund as shall have a claim for Damages under this Agreement which does not involve a Third Party equal the amount of the Claim (or, if the amount of the Claim shall be greater than the Escrow Fund, the balance of the Escrow Fund) to such claim, a “Direct Claim”, and together with Third Party Claims, “Claims”Claiming Person. If within 30 days after receipt of any such Notice of Claim by the Escrow Agent pursuant to this Section 4(b), the Non-Claiming Person fails to notify the Escrow Agent that such PubCo Indemnified Person shall, promptly after it becomes aware of a Third Party Claim, or facts supporting a Direct Claimthe amount thereof, provide written notice is disputed, the Escrow Agent shall deliver to such Claiming Person the Indemnifying Person specifying the nature amount of such Action and Claim as set forth in such Notice of Claim (or, if the amount or estimated amount thereof (which amount or estimated amount of such Claim shall be greater than the Escrow Fund, the balance of the Escrow Fund). If the Non-Claiming Person does so notify the Escrow Agent of such dispute, the Escrow Agent shall not be conclusive deliver such amount to such Claiming Person until such dispute has been settled as provided in Section 7 and notice of such settlement and of the final amount, if any, of the Damages involved) (a “Claim Notice”), together with copies of all notices and documents served on or received by such PubCo Indemnified Person in the case of a Third Party Claim; provided, however, that a delay in notifying the Indemnifying Person shall not relieve the Indemnifying Person of its obligations under this Article VII except to the extent that (and only to the extent that) the Indemnifying Person shall have been materially prejudiced by such failure to give such notice, in which case the Indemnifying Person shall be relieved of such obligations to the extent of such material prejudice. (b) In the event of a Third Party Claim, the Indemnifying Person shall have the right to defend the PubCo Indemnified Person against such Third Party Claim and be entitled to appoint counsel of the Indemnifying Person’s choice at the expense of the Indemnifying Person to represent the PubCo Indemnified Person in connection with such Action (in which case the Indemnifying Person shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such PubCo Indemnified Person or any other costs or expenses with respect to the defense of a Third Party Claim except as set forth below); provided, however, that such counsel is acceptable to such PubCo Indemnified Person, acting reasonably. If requested by the Indemnifying Person, such PubCo Indemnified Person agrees to cooperate with the Indemnifying Person and its counsel in defending and contesting any Action which the Indemnifying Person defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the PubCo Indemnified Person without the prior written consent of the Indemnifying Person or (ii) by the Indemnifying Person without the prior written consent of such PubCo Indemnified Person (which consent shall not be unreasonably withheld or delayed), unless, in the case of clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and the Person asserting the Third Party Claim and the Indemnifying Person executes a full release of claims in favor of such PubCo Indemnified Persons in respect of such Third Party Claim. In the event any PubCo Indemnified Person settles or compromises or consents disputed Claim has been delivered to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Person, such PubCo Indemnified Person shall be deemed to have waived all rights against the Indemnifying Person for indemnification under this Article VII with respect to such Third Party ClaimEscrow Agent. (c) In the event of a Direct Claim, the Indemnifying Person shall notify the PubCo Indemnified Person within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Person disputes such claim. From and after the delivery of a Claim Notice, at the reasonable request of the Indemnifying Person, such PubCo Indemnified Person shall grant the Indemnifying Person and its Representatives reasonable access to the books, records, employees, Representatives and properties of such PubCo Indemnified Person to the extent reasonably related to the subject matter of the Claim Notice.