Common use of Claims Clause in Contracts

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Upon receipt by the Indemnified Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving notice of any claim, actiondemand, suitsuit or proceeding brought against it that might give rise to an indemnity claim under this Agreement (such claim, investigationdemand, arbitration suit or other proceeding against the Indemnified proceeding, a “Third Party by any third party (each an "Action"Claim”), the Indemnified Party will give shall as soon as practicable send to the other Indemnifying Party (a notice specifying the "Indemnifying Party") prompt written notice nature of such Action. Such Third Party Claim and the amount or estimated amount thereof if known (which amount or estimated amount shall not be conclusive of the final amount, if any, of such claim, demand or suit); provided, however, that any delay or failure by the Indemnified Party to give notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in Indemnifying Party shall not relieve the possession Indemnifying Party of its obligations hereunder except to the Indemnified Partyextent, if at all, that the Indemnifying Party shall have been materially prejudiced by reason of such delay or failure. The Indemnifying Party will shall have a period of ten (10) days after delivery of such notice the right to respond. If assume the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Actiondefense, at its own expense, expense and by its own counsel, of any Third Party Claim; provided, however, that such counsel is reasonably satisfactory acceptable to the Indemnified Party. The Party and the Third Party Claim could not (i) result in a conflict of interest between the Indemnified Party will cooperateand the Indemnifying Party or (ii) involve a criminal or quasi-criminal charge. Notwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ separate counsel at its own expense provided, however, that the expense Indemnifying Party and its counsel shall have control of the defense of the Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to reasonably cooperate with the Indemnifying Party and its counsel in contesting any claim, demand or suit that the defense Indemnifying Party defends, or, if appropriate and related to the claim, demand, suit or proceeding in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. All reasonable costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. No Third Party Claim may be settled or compromised (x) by the Indemnified Party will have without the right to participate fully, at its own expense, in the defense prior consent of such Action. If the Indemnifying Party responds within or (y) by the required ten (10) day period and elects not to defend such Action, Indemnifying Party without the prior consent of the Indemnified Party will unless such settlement would result in no payment or other obligation from the Indemnifying Party. Notwithstanding the foregoing, an Indemnifying Party shall not be free, without prejudice entitled to any of the Indemnified Party's rights hereunder, to compromise or defend (assume responsibility for and control the defense of) of any judicial or administrative proceeding if such Action. In such case, proceeding involves an Event of Default by the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party under this Agreement which shall have occurred and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedcontinuing.

Claims. If a Party entitled Any claim for indemnity under Section 6.2, 6.3 or 6.4 shall be made by written notice from the party seeking to indemnification hereunder be indemnified (the "Indemnified PartyIndemnitee") becomes aware of any matter it believes to the party from which indemnification is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party sought (the "Indemnifying Party") prompt specifying in reasonable detail the basis of the claim. When an Indemnitee seeking indemnification under Section 6.2, 6.3 or 6.4 receives a notice of any claim made by third parties ("Third Party Claims") which is to be the basis for a claim for indemnification hereunder, the Indemnitee shall give written notice within a reasonable period thereof to the Indemnifying Party reasonably indicating the nature of such Actionclaims and, if known, the basis thereof. Such Upon notice will from the Indemnitee, the Indemnifying Party shall be entitled to assume the defense of any such Third Party Claim for which the Indemnitee is entitled to indemnification pursuant to this Article VI, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof, provided, however, that (i) provide the basis on Indemnifying Party shall not settle any such claim without the Indemnitee's prior written consent (which indemnification consent shall not be unreasonably withheld) unless the only remedy for such claim is being asserted monetary damages which are paid in full by the Indemnifying Party and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be freeshall not, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunderthe Indemnitee, settle or compromise any claim which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to Indemnitee, a release from all liability in respect to such consent not claim. In connection with any claim involving any remedy other than monetary damages, the Indemnitee shall have the right to be kept informed and be consulted in connection with the resolution of such claim. The Indemnifying Party shall give notice to the Indemnitee as to its intention to assume the defense of any such Third Party Claim within ten (10) business days after the date of receipt of the Indemnitee's notice in respect of such Third Party Claim. Until an Indemnifying Party gives notice to the Indemnitee of its assumption of the defense of the Third Party Claim, the Indemnitee shall control the defense thereof. If the Indemnitee assumes the defense of any Third Party Claim because of the failure of the Indemnifying Party to do so in accordance with this Section 6.5, the Indemnifying Party shall pay all reasonable costs and expenses of such defense and shall be fully responsible for the outcome thereof. Except as provided in the foregoing sentence, the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its prior written consent, which consent shall not be unreasonably withheld or delayedwithheld.

Claims. Within five (5) days after receipt by an indemnified party under Paragraph 7(a) or (b) of this Agreement of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; the failure so to notify the indemnifying party shall relieve the indemnifying party from any liability under this Paragraph 7 as to the particular item for which indemnification is then being sought, unless such indemnifying party has otherwise received actual notice of the action at least thirty (30) days before any answer or response is required by the indemnifying party in its defense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph 7. If a Party any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to indemnification hereunder (participate therein and, to the "Indemnified Party") becomes aware of any matter extent that it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party may elect by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of delivered to the indemnified party promptly after receiving the aforesaid notice from such Action. Such notice will indemnified party, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) provide the basis on which indemnification is being asserted and indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel is inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties shall have the right to select separate counsel to assume such legal defense and to otherwise participate in the defense of such action. The indemnifying party will not be accompanied liable to such indemnified party under this Paragraph 7 for any legal or other expenses subsequently incurred by copies such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed counsel in connection with the assumption of all relevant pleadings, demands, and other papers related legal defenses in accordance with the proviso to the Action and in immediately preceding sentence (it being understood, however, that the possession indemnifying party shall not be liable for the expenses of more than one separate counsel approved by the indemnifying party for all indemnified parties), (ii) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of commencement of the Indemnified Party. The Indemnifying Party will have a period action, or (iii) the indemnifying party has authorized the employment of ten (10) days after delivery of such notice to respond. If counsel for the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, indemnified party at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Actionindemnifying party. In such caseno event shall an indemnifying party be liable under this Paragraph 7 for any settlement, the Indemnifying Party will cooperateeffected without its written consent, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written which consent of both Parties hereunder, such consent shall not to be unreasonably withheld withheld, of any claim or delayedaction against an indemnified party.

Claims. If a Party entitled Each indemnified party agrees to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") indemnifying party prompt written notice of any matter upon which such Actionindemnified party intends to base a claim for indemnification under this Article 17; provided, however, that failure to give such prompt notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually materially prejudiced as a result of such failure. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demandsThe indemnified party shall permit, and other papers related shall cause its employees and agents to permit, the indemnifying party to defend or settle any such action, claim or liability and agrees to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery complete control of such notice to respond. If defense or settlement by the Indemnifying Party elects to defend the Action or indemnifying party; provided, however, that such settlement does not respond within impose any obligation or burden on the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, indemnified party without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunderthe indemnified party. No such action, such claim or liability shall be settled by the indemnified party without the prior written consent of the indemnifying party (which consent shall not to be unreasonably conditioned, withheld or delayed) and the indemnifying party shall not be responsible for any fees or other costs incurred other than as provided in this Article 17. The indemnified party, its employees, agents and affiliates shall cooperate reasonably with the indemnifying party and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification at the sole expense of the indemnifying party. The indemnified party shall have the right, but not the obligation, to be represented by counsel of its own selection and at its own expense. Notwithstanding Sections 17.1 and 17.2 above, and by way of clarification, neither party shall be obligated to indemnify the other party hereunder for modification or misuse or improper storage or transportation of the Product by wholesalers or the customers of either party.

Claims. If a Party entitled to indemnification hereunder (the ------ "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) business days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) business day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by using counsel reasonably satisfactory to the Indemnified Partyof its choosing. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) business day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.. 29 9.5

Claims. If a Upon receipt by an Indemnified Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of notice of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigationproceedings, arbitration claim, demand or other proceeding against the Indemnified Party assessment made or brought by any an unaffiliated third party (each an "Action")a “Third Party Claim”) with respect to a matter for which such Indemnified Party is indemnified under this Article 6 (notwithstanding the application of any threshold or cap) which has or is reasonably expected to give rise to a claim for Losses, the Indemnified Party will give shall as soon as practicable, in the other Party (the "Indemnifying case of a Xxxxxxx Indemnified Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action notify Stratus and in the possession case of a Stratus Indemnified Party, notify Xxxxxxx (Stratus or Xxxxxxx, as the case may be, the “Indemnifying Party”), in writing and in reasonable detail, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified PartyParty to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnifying Party will shall have a period of ten (10) 30 days after delivery receipt of such notice to respondelect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under requirements of Law. If the Indemnifying Party elects shall undertake to compromise or defend any such Third Party Claim, it shall promptly, but in any event within 10 Business Days of the Action or does not respond within receipt of notice from the requisite ten (10) day periodIndemnified Party of such Third Party Claim, notify the Indemnifying Indemnified Party will be obligated of its intention to defend the Action, at its own expensedo so, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense and against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Stratus Indemnified Parties or the Xxxxxxx Indemnified Parties, as applicable, from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate fully, at its own expense, in the defense of such Actionaction or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (a) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (b) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article 6, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party's cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party responds within the required ten (10) day period and elects receiving such notice of a Third Party Claim does not elect to defend such ActionThird Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party will be freeshall have the right, without prejudice in addition to any of other right or remedy it may have hereunder, at the Indemnifying Party's expense, to defend such Third Party Claim; provided, however, that the Indemnified Party's rights hereunderParty shall not settle, to compromise or defend (and control discharge, or admit any liability with respect to, any such Third Party Claim without the defense of) such Action. In such case, written consent of the Indemnifying Party (which consent will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed).

Claims. If In case any Claim is brought by a Party entitled to indemnification hereunder third party for which a party (the "“Indemnifying Party”) is required to indemnify the other party (the “Indemnified Party"”) becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action")pursuant to this Section 8, the Indemnified Party will give the other Party (the "Indemnifying Party") shall provide prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related thereof to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend (provided, however, that any failure or delay in notice shall not excuse the Action or does not respond within the requisite ten (10Indemnified Party of its obligations hereunder) day periodof such Claim, and the Indemnifying Party will be obligated to defend shall assume the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Partydefense of such Claim. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, parties shall cooperate reasonably with the Indemnifying Party and its counsel each other in the defense of any Claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to the defense of such Claim, and the Indemnified Party will shall have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any Claim with counsel of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, its own choosing at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the . The Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or shall not enter into any settlement of an Action will require any Claim without the prior written consent of both Parties hereunder, the Indemnified Party (such consent not to be unreasonably withheld withheld) if Indemnified Party’s rights would be directly and materially impaired thereby. Without limiting the foregoing, in the event of any Claim or delayedthreatened Claim of infringement involving a portion of any Software and/or Services provided by Synacor or the Client Materials, the Indemnifying Party may (at such party’s option): (i) procure the right or license for the Indemnified Party to continue to use and otherwise exploit in accordance with the terms hereof such portion of the Software and/or Services or Client Materials, as the case may be, on commercially reasonable license terms; or (ii) modify or alter (to the extent that the Indemnifying Party has rights to so modify or alter), or delete any such portion of the Software and/or Services or Client Materials, as the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such parts of the Software and/or Services or Client Materials, as the case may be, that are material to the Indemnified Party’s then-current or demonstrably anticipated use hereunder. If options (i) and (ii) are not available on commercially reasonable terms, either party may terminate this Agreement or the rights and licenses granted hereunder, and if it is the Synacor Software or Services that are infringing, Synacor will provide reasonable assistance to Client to remove and replace the infringing item.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware any Indemnitee receives notice of any matter it believes claim or the commencement of any action or proceeding with respect to which the Indemnifying Party is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action")obligated to provide indemnification pursuant to Section 9.01, the Indemnified Party will Indemnitee shall promptly give the other Indemnifying Party (the "Indemnifying Party") prompt written notice of such Actionthereof. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) shall be accompanied by copies of all relevant pleadings, demands, and other papers related a condition precedent to the Action and in the possession any liability of the Indemnified PartyIndemnifying Party under the provisions for indemnification contained in this Agreement and shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have a period may elect to compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of ten (10) days after delivery the Indemnitee; provided, however, that to the satisfaction of the Indemnitee, the Indemnifying Party shall indemnify and secure the Indemnitee against such notice to respondcontested claims and for the expenses of contesting and defending the claims. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within 30 days (or sooner, if the Action or does not respond within nature of the requisite ten (10asserted liability so requires) day period, notify the Indemnifying Party will be obligated Indemnitee of its intent to defend the Action, at its own expensedo so, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will Indemnitee shall cooperate, at the expense of the Indemnifying Party, with in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party elects not to notify the Indemnitee of its election as herein provided, the Indemnitee may, if acting in accordance with its good faith business judgment, pay, compromise or defend such asserted liability, and its counsel in such settlement shall be binding on the defense Indemnifying Party for purposes of this Article IX. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnified Indemnifying Party will have the right to participate fullymay each participate, at its own expense, in the defense of such Actionasserted liability. If the Indemnifying Party responds within the required ten (10) day period and elects not chooses to defend such Actionany claim, the Indemnified Party will be free, without prejudice Indemnitee shall make available to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperateany books, at records or other documents within its own expense, with the Indemnified Party and its counsel in the defense against control that are necessary or appropriate for such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayeddefense.

Claims. If a Upon receipt by an Indemnified Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of notice of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigationproceedings, arbitration claim, demand or other proceeding against the Indemnified Party assessment made or brought by any an unaffiliated third party (each an a "ActionThird Party Claim")) with respect to a matter for which such Indemnified Party is indemnified under this Article X which has or is expected to give rise to a claim for Losses, the Indemnified Party will give shall promptly, in the other Party case of a Purchaser Indemnified Party, notify Parent and in the case of a Sellers Indemnified Party, notify Purchaser (Parent or Purchaser, as the case may be, the "Indemnifying Party") prompt ), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice of such Action. Such notice will shall (i) provide describe such Third Party Claim in reasonable detail as is practicable including the sections of this Agreement which form the basis on which indemnification is being asserted and for such claim; provided that the failure to identify a particular section in such notice shall not preclude the Indemnified Party from subsequently identifying such section as a basis for such claim, (ii) be accompanied by attach copies of all relevant pleadings, demands, material written evidence thereof and other papers related to (iii) set forth the Action and in the possession estimated amount of the Losses that have been or may be sustained by an Indemnified Party. The Indemnifying Party will shall have a period of ten thirty (1030) days after delivery receipt of such notice to respondelect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted by applicable Law. If the Indemnifying Party elects shall undertake to compromise or defend any such Third Party Claim, it shall promptly notify the Action or does not respond within the requisite ten (10) day period, the Indemnifying Indemnified Party will be obligated of its intention to defend the Action, at its own expensedo so, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense and against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Purchaser Indemnified Parties or the Sellers Indemnified Parties, as applicable, from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate fully, at its own expense, in the defense of such Actionaction or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (A) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (B) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article X and keep such Persons informed of all developments relating to any such Third Party Claims, and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party's cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party responds within the required ten (10) day period and elects receiving such notice of a Third Party Claim does not elect to defend such ActionThird Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party will be freeshall have the right, without prejudice in addition to any of other right or remedy it may have hereunder, at the Indemnifying Party's expense, to defend such Third Party Claim; provided, however, that the Indemnified Party's rights hereunderParty shall not settle, to compromise or defend (and control discharge, or admit any liability with respect to, any such Third Party Claim without the defense of) such Action. In such case, written consent of the Indemnifying Party (which consent will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed).

Claims. If a Party entitled to indemnification hereunder (the "Indemnified ------ Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Each Eagle Indemnified Party entitled to indemnification hereunder and Sandoz Indemnified Party (the "“Indemnified Party"”) becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will agrees to give the other Party (the "Indemnifying Party") indemnifying party prompt written notice of any matter upon which such ActionIndemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. Such notice will (i) provide In the basis on which indemnification event that an Indemnity Claim is being asserted and (ii) be accompanied by copies of all relevant pleadingsbrought or made against both parties, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party then each party will have a period of ten (10) days after delivery of such notice the right to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by counsel reasonably satisfactory Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the Indemnified Partydefense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The Indemnified Party will cooperatemake available to the indemnifying party and its counsel, at the expense all reasonable times during normal business hours, all books and records of the Indemnifying Partyother party relating to such suit, with claim or proceeding, and each party will render to the Indemnifying Party other party such assistance as it may reasonably require in order to ensure proper and its counsel in adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the defense and written consent of the Indemnified Party will have the right prior to participate fullysettling, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not ceasing to defend such Action, or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party will be free, without prejudice would become subject to any injunctive or other equitable relief or the business of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel would be adversely affected in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedany manner whatsoever.

Claims. If Whenever any claim shall arise for indemnification hereunder (a Party "Claim"), the party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against shall promptly give written notice to the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party obligated to provide indemnity (the "Indemnifying Party") prompt written notice of the nature and extent of such ActionClaim and the Damages incurred by it. Such If the Damages are liquidated in amount, the notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demandsshall so state, and other papers related to such amount shall be deemed the Action and in the possession amount of such Claim of the Indemnified Party against the Indemnifying Party. The If the amount is not liquidated, the notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party will have a period of ten (10) days after delivery but no payment or satisfaction shall be made on account thereof until the amount of such notice to respondclaim is liquidated. If the Indemnifying Party elects to defend shall not, within thirty (30) days after the Action or does not respond within giving of such notice by the requisite ten (10) day periodIndemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party will disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any such Claim shall be obligated to defend the Actionpaid or satisfied as follows: (i) if said Claim is liquidated, at its own expense, and by counsel reasonably satisfactory then payment of such Claim to the Indemnified Party. The Indemnified Party will cooperate, shall be made by the Indemnifying Party at the expense end of such period; or (ii) if the amount of such Claim is unliquidated at the time notice is originally given to the Indemnifying Party, with the Indemnified Party shall give a second notice to the Indemnifying Party and its counsel when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (as opposed to the defense and Claim itself, as to which the right to dispute had expired) within twenty (20) days after the giving of said second notice, payment of such Claim to the Indemnified Party will have shall be made by the right to participate fully, at its own expense, in the defense of such ActionIndemnifying Party. If the Indemnifying Party responds within the required ten (10) day period and elects shall not have made payment to defend such Action, the Indemnified Party will be freeof any Claim when said payment is due, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with then the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fully, at its own expense, in take any and all actions required to collect from the defense Indemnifying Party the amount of such ActionClaim. Any portion of the amount of Damages asserted by the Indemnified Party in connection with a Claim shall, if not objected to by the Indemnifying Party in accordance with the procedures established herein, be considered to be subject to satisfaction without further objection, as may be appropriate. If the Indemnifying Party shall notify the Indemnified Party that he disputes any Claim or the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any settlement or compromise or settlement of an Action will require the prior written consent of both Parties hereunderon submission to arbitration, such consent not to claim shall be unreasonably withheld settled by appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or delayedlitigation, or incurred as a result thereof, shall be paid and satisfied as provided herein.

Claims. (a) If an Indemnified Party intends to seek indemnification pursuant to this Article VII, such Indemnified Party shall promptly notify the Indemnifying Party, in writing, of such claim describing such claim in reasonable detail, provided, that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless and only to the extent it is actually prejudiced thereby, subject, however, to the time periods specified in Section 7.1 hereof. In the event that such claim involves a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding claim by a third party against the Indemnified Party, the Indemnifying Party by any third party (each an "Action")shall have 30 days after receipt of such notice to decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party will give shall cooperate with it in connection therewith, provided, that the other Indemnified Party (may participate in such settlement or defense through counsel chosen by it, and provided, further, that the "Indemnifying Party") prompt written notice fees and expenses of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) counsel shall be accompanied borne by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period shall not, without the written consent of ten the Indemnified Party (10) days after delivery of such notice to respondwhich consent shall not be unreasonably withheld), settle or compromise any action. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and notify the Indemnified Party will have within 30 days after the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any receipt of the Indemnified Party's rights hereunder, notice of a claim of indemnity hereunder that it elects to compromise or defend (and control undertake the defense of) such Action. In such casethereof, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fullycontest, at its own expensesettle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. As long as the Indemnifying Party is contesting any such claim in good faith, in the defense of Indemnified Party shall not pay or settle any such Action. Any compromise or settlement of an Action will require claim without the prior written consent of both Parties hereunder, such the Indemnifying Party (which consent shall not to be unreasonably withheld or delayedwithheld).

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware any Indemnitee receives notice of any matter it believes claim or the commencement of any action or proceeding with respect to which the Indemnifying Party is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action")obligated to provide indemnification pursuant to Section 5.1, the Indemnified Party will Indemnitee shall promptly give the other Indemnifying Party (the "Indemnifying Party") prompt written notice of such Actionthereof. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) shall be accompanied by copies of all relevant pleadings, demands, and other papers related a condition precedent to the Action and in the possession any liability of the Indemnified PartyIndemnifying Party under the provisions for indemnification contained in this Agreement and shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have a period of ten (10) days after delivery of shall elect to compromise or defend, at such notice to respondIndemnifying Party’s own expense and by such Indemnifying Party’s own counsel. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within 30 days (or sooner, if the Action or does not respond within nature of the requisite ten (10asserted liability so requires) day period, notify the Indemnifying Party will be obligated Indemnitee of its intent to defend the Action, at its own expensedo so, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will Indemnitee shall cooperate, at the expense of the Indemnifying Party, with in the compromise of, or defense against, any such asserted liability. Notwithstanding the foregoing, neither the Indemnifying Party and its counsel in nor the defense Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnified Indemnifying Party will have the right to participate fullymay each participate, at its own expense, in the defense of such Actionasserted liability. If The Indemnitee shall make available to the Indemnifying Party responds any books, records or other documents within the required ten (10) day period and elects not to defend its control that are necessary or appropriate for such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayeddefense.

Claims. If Whenever any claim shall arise for indemnification hereunder (a Party “Claim”), the party entitled to indemnification hereunder (the "“Indemnified Party"”) becomes aware shall promptly give written notice to the party obligated to provide indemnity (the “Indemnifying Party”) of any matter it believes is indemnifiable hereunder involving any claimthe nature and extent of such Claim and the Damages incurred by it. If the Damages are liquidated in amount, actionthe notice shall so state, suit, investigation, arbitration or other proceeding against and such amount shall be deemed the amount of such Claim of the Indemnified Party by any third party (each an "Action")against the Indemnifying Party. If the amount is not liquidated, the Indemnified notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party will give but no payment or satisfaction shall be made on account thereof until the other Party (the "Indemnifying Party") prompt written notice amount of such Action. Such notice will (i) provide the basis on which indemnification claim is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respondliquidated. If the Indemnifying Party elects to defend shall not, within thirty (30) days after the Action or does not respond within giving of such notice by the requisite ten (10) day periodIndemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party will disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any such Claim shall be obligated to defend the Actionpaid or satisfied as follows: (i) if said Claim is liquidated, at its own expense, and by counsel reasonably satisfactory then payment of such Claim to the Indemnified Party. The Indemnified Party will cooperate, shall be made by the Indemnifying Party at the expense end of such period; or (ii) if the amount of such Claim is unliquidated at the time notice is originally given to the Indemnifying Party, with the Indemnified Party shall give a second notice to the Indemnifying Party and its counsel when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (as opposed to the defense and Claim itself, as to which the right to dispute had expired) within twenty (20) days after the giving of said second notice, payment of such Claim to the Indemnified Party will have shall be made by the right to participate fully, at its own expense, in the defense of such ActionIndemnifying Party. If the Indemnifying Party responds within the required ten (10) day period and elects shall not have made payment to defend such Action, the Indemnified Party will be freeof any Claim when said payment is due, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with then the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fully, at its own expense, in take any and all actions required to collect from the defense Indemnifying Party the amount of such ActionClaim. Any portion of the amount of Damages asserted by the Indemnified Party in connection with a Claim shall, if not objected to by the Indemnifying Party in accordance with the procedures established herein, be considered to be subject to satisfaction without further objection, as may be appropriate. If the Indemnifying Party shall notify the Indemnified Party that he disputes any Claim or the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any settlement or compromise or settlement of an Action will require the prior written consent of both Parties hereunderon submission to arbitration, such consent not to claim shall be unreasonably withheld settled by appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or delayedlitigation, or incurred as a result thereof, shall be paid and satisfied as provided herein.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification Indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, cooperate at its own expense, with the Indemnified Party and its the counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will shall give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will shall (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will shall have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will shall have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will shall be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will shall cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will shall require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.and

Claims. If a Party entitled to (a) Any party seeking indemnification hereunder under Section 9.2 (the "an “Indemnified Party"”) becomes aware shall promptly give the party from whom indemnification is being sought (such notified party, the “Responsible Party”) notice (a “Claim Notice”) of any matter it believes is indemnifiable hereunder involving any which such Indemnified Party has determined has given or could give rise to a right of indemnification under Section 9.2, within 30 days of such determination, stating in reasonable detail, the nature of the claim, actionto the extent then known by the Indemnified Party, suita good-faith reasonable estimate of the Loss and method of computation thereof, investigationto the extent then reasonably estimable, arbitration and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or other proceeding against arises (it being agreed that the failure to specify any provision of this Agreement in such Claim Notice shall not preclude the Indemnified Party from asserting that there has been a breach of, or inaccuracy in, or failure to perform such provision); provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is materially prejudiced thereby. With respect to any recovery or indemnification sought by any third party an Indemnified Party from the Responsible Party that does not involve a Third-Party Claim (each an "Action"as defined below), if the Responsible Party does not notify the Indemnified Party within 30 days from its receipt of the Claim Notice that the Responsible Party disputes such claim (the “Dispute Notice”), the Responsible Party shall be deemed to have accepted and agreed with such claim. If the Responsible Party has disputed a claim for indemnification under -51- Section 9.2 (including any Third-Party Claim), the Responsible Party and the Indemnified Party will give shall proceed in good faith to negotiate a resolution to such dispute. If the other Responsible Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) cannot resolve such dispute in 30 days after delivery of the Dispute Notice, such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will dispute shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory resolved pursuant to the Indemnified Party. The Indemnified Party will cooperate, at the expense terms of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedSection 10.15.

Claims. If Promptly after receipt by an indemnified party under paragraphs 7.1 or 7.2 of notice of the commencement of any action, such indemnified party will, if a Party claim in respect thereof is to be made against any indemnifying party under this paragraph, notify in writing the indemnifying party of the commencement thereof. The omission so to notify the indemnifying party will not relieve it from any liability under this Section 7, unless and to the extent that such omission so to notify prejudices in any material respect the indemnifying party's ability to defend such action. In case any such action is brought against any indemnified party, and the indemnified party notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to indemnification hereunder (participate therein and, to the "Indemnified Party") becomes aware extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel who shall be reasonably satisfactory to such indemnified party; and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel to represent it and all other parties and their controlling or other persons who may be subject to liability arising out of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding claim in respect of which indemnity may be sought by the Underwriter against the Indemnified Party Company and the Subsidiaries or by any third party (each an "Action")the Company against the Underwriter hereunder, as the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will case may be, if (i) provide the basis use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict or potential conflict of interest which, in the judgment of the indemnified party, could affect in any material respect the defense of such action on behalf of the indemnified party (in which indemnification is being asserted and case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party), (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded, based on the advice of counsel, that there may be accompanied by copies of all relevant pleadings, demands, and one or more legal defenses available to it and/or other papers related indemnified parties that are different from or in addition to those available to the Action and in indemnifying party, or (iii) the possession of the Indemnified Party. The Indemnifying Party will indemnifying party shall not have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by employed counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at indemnified party to represent the expense indemnified party within a reasonable time after notice of the Indemnifying Party, with institution of such action the Indemnifying Party and its counsel in the defense and the Indemnified Party will indemnified party or parties shall have the right to select separate counsel to assume such defenses and to otherwise participate fully, at its own expense, in the defense of such Actionaction on behalf of such indemnified party or parties, in which event the fees and expenses of one such separate counsel shall be borne by the indemnifying party. If the Indemnifying Party responds within the required ten (10) day period and elects Any such indemnifying party shall not to defend such Action, the Indemnified Party will be free, without prejudice liable to any such indemnified party on account of any settlement of any claim or action effected without the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense consent of such Action. Any compromise or settlement of an Action will require the prior written indemnifying party, which consent of both Parties hereunder, such consent shall not to be unreasonably withheld or delayedin light of all factors of importance to such indemnified party.

Claims. If Whenever any claim shall arise for indemnification hereunder (a Party "Claim"), the party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against shall promptly give written notice to the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party obligated to provide indemnity (the "Indemnifying Party") prompt written notice of the nature and extent of such ActionClaim and the Damages incurred by it. Such If the Damages are liquidated in amount, the notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demandsshall so state, and other papers related to such amount shall be deemed the Action and in the possession amount of such Claim of the Indemnified Party against the Indemnifying Party. The If the amount is not liquidated, the notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party will have a period of ten (10) days after delivery but no payment or satisfaction shall be made on account thereof until the amount of such notice to respondclaim is liquidated. If the Indemnifying Party elects to defend shall not, within thirty (30) days after the Action or does not respond within giving of such notice by the requisite ten (10) day periodIndemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party will disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any such Claim shall be obligated to defend the Actionpaid or satisfied as follows: (i) if said Claim is liquidated, at its own expense, and by counsel reasonably satisfactory then payment of such Claim to the Indemnified Party. The Indemnified Party will cooperate, shall be made by the Indemnifying Party at the expense end of such period; or (ii) if the amount of such Claim is unliquidated at the time notice is originally given to the Indemnifying Party, with the Indemnified Party shall give a second notice to the Indemnifying Party and its counsel when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (as opposed to the defense and Claim itself, as to which the right to dispute had expired) within twenty (20) days after the giving of said second notice, payment of such Claim to the Indemnified Party will have shall be made by the right to participate fully, at its own expense, in the defense of such ActionIndemnifying Party. If the Indemnifying Party responds within the required ten (10) day period and elects shall not have made payment to defend such Action, the Indemnified Party will be freeof any Claim when said payment is due, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with then the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fully, at its own expense, in take any and all actions required to collect from the defense Indemnifying Party the amount of such ActionClaim. Any portion of the amount of Damages asserted by the Indemnified Party in connection with a Claim shall, if not objected to by the Indemnifying Party in accordance with the procedures established herein, be considered to be subject to satisfaction without further objection, as may be appropriate. Exhibit No. 11.3 Jf the Indemnifying Party shall notify the Indemnified Party that he disputes any Claim or the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any settlement or compromise or settlement of an Action will require the prior written consent of both Parties hereunderon submission to arbitration, such consent not to claim shall be unreasonably withheld settled by appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or delayedlitigation, or incurred as a result thereof, shall be paid and satisfied as provided herein.

Claims. If (a) In case any claim shall be made or action brought with respect to a Party matter referred to in Sections 12.01 or 12.02 hereof, the party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable shall promptly notify the party liable therefor hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice in writing, setting forth the particulars of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demandsclaim or action, and other papers related the Indemnifying Party shall assume the defense thereof, including, without limitation, the employment of counsel mutually satisfactory to the Action it and in the possession of the Indemnified Party. The No such claim or action shall be settled by the Indemnifying Party will have a period without the Indemnified Party's prior written consent, which shall not be unreasonably withheld; provided, however, that no consent of ten the Indemnified Party is required in any case if (10i) days after delivery such proposed settlement involves only the payment of money by the Indemnifying Party, (ii) the Indemnifying Party is able to pay the amount of such notice settlement and all related expenses, and (iii) the terms of such settlement are to respondremain confidential by agreement of all parties to such action other than the Indemnified Party. If the Indemnifying Party elects to defend the Action shall not have employed counsel within a reasonable time after receiving notice of commencement of any such action, or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to if the Indemnified Party. The Indemnified Party will cooperate, at the expense of shall have concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and then the Indemnified Party will have the right to participate fully, at may take actions separately in its own expensedefense and employ separate counsel and all legal and other expenses, in including, without limitation, the defense reasonable fees and expenses of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Actioncounsel, incurred by the Indemnified Party will shall be free, without prejudice to any of borne by the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Each Blu Indemnified Party entitled to indemnification hereunder and Journey Indemnified Party (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will agrees to give the other Party (the "Indemnifying Party") indemnifying party prompt written notice of any matter upon which such ActionIndemnified Party intends to base a claim for indemnification (an "Indemnity Claim") under this Article 12. Such notice will (i) provide In the basis on which indemnification event that an Indemnity Claim is being asserted and (ii) be accompanied by copies of all relevant pleadingsbrought or made against both parties, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party then each party will have a period of ten (10) days after delivery of such notice the right to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 12.1 hereof, then Blu will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by counsel reasonably satisfactory Blu. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 12.2 hereof, then Journey will assume full control of the Indemnified Partydefense of such Indemnity Claim including without limitation the settlement thereof. All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Journey. The Indemnified Party will cooperatemake available to the indemnifying party and its counsel, at the expense all reasonable times during normal business hours, all books and records of the Indemnifying Partyother party relating to such suit, with claim or proceeding, and each party will render to the Indemnifying Party other party such assistance as it may reasonably require in order to ensure proper and its counsel in adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the defense and written consent of the Indemnified Party will have the right prior to participate fullysettling, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not ceasing to defend such Action, or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party will be free, without prejudice would become subject to any injunctive or other equitable relief or the business of the Indemnified Party's rights hereunder, to compromise or defend Party would be adversely affected in any manner whatsoever. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (and control the defense ofI) such ActionIS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedSUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].

Claims. If a Party entitled to indemnification hereunder (the "“Indemnified Party"”) becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration arbitration, or other proceeding against the Indemnified Party by any third party (each an "“Action"”), the Indemnified Party will give the other Party (the "“Indemnifying Party"”) prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party (except for the value of time of the Indemnified Party’s employees), with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action that requires the lndemnified Party to admit liability or to pay any money will require the prior written consent of both Parties hereunderthe Indemnified Party, such consent not to be unreasonably withheld or delayed.”

Claims. If In case any Claim is brought by a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action")for which indemnification is or may be made pursuant to this Agreement, the Indemnified indemnified Party will give the other Party (the "Indemnifying Party") shall provide prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related thereof to the Action and in other Party; provided, however, that the possession failure of the Indemnified Partyindemnified Party to comply with the foregoing notification provision shall not relieve the indemnifying Party of its indemnification obligations hereunder, except to the extent the indemnifying Party is actually and materially prejudiced thereby. The Indemnifying Party will have a period of ten (10) days after delivery of Where obligated to indemnify such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day periodClaim, the Indemnifying indemnifying Party will be obligated to defend shall, upon the Actiondemand and at the option of the indemnified Party, at its own expense, and by counsel reasonably satisfactory to assume the Indemnified Party. The Indemnified Party will cooperate, defense thereof (at the expense of the Indemnifying indemnifying Party) within [*] to the time a response is due in such case, claim or proceeding, whichever occurs first. The Parties shall cooperate reasonably with the Indemnifying Party and its counsel each other in the defense of any Claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to the defense of such Claim, and the Indemnified indemnified Party will shall have the right to join and participate fully, at its own expenseactively in the indemnifying Party’s defense of the Claim. Each Party shall be entitled to prior notice of any settlement of any Claim to be entered into by the other Party and to reasonable approval of a settlement to the extent such Party’s rights would be directly and materially impaired. Without limiting the foregoing, in the defense event of any Claim or threatened Claim of infringement involving a portion of any portion of the Software and/or Services provided by Synacor: (i) upon Client’s request and at Synacor’s expense, Synacor will use its best efforts to procure the right or license, on commercially reasonable license terms, for Client to continue to use and otherwise exploit in accordance with the terms hereof such portion of the Software and/or Services at no additional cost or expense to Client other than the fees set forth herein; or (ii) at Synacor’s sole discretion, but upon as much prior written notice to Client as is reasonably practicable, Synacor may modify or alter (to the extent that Synacor has rights to so modify or alter), or delete any such portion of the Software and/or Services, as the case may be, so as to make such portion non- infringing while maintaining substantially comparable functionalities and capabilities of such Actionparts of the Software and/or Services that are material to Client’s then-current or demonstrably anticipated use hereunder. If the Indemnifying Party responds within the required ten options (10i) day period and elects (ii) are not to defend such Action, the Indemnified Party will be free, without prejudice achievable as to any such infringing portion of the Indemnified Party's Software and/or Services: (1) Client may terminate the rights and licenses granted hereunder, in its sole discretion, as to compromise such infringing portion; provided that, if the termination of such infringing portion materially impairs the core functionality and/or capabilities of the Software, then such infringement shall be deemed a material breach under this Agreement, and Client may thereafter pursue all of its rights and remedies available under this Agreement and at law or defend in equity in addition to terminating as to such infringing portion pursuant to this clause (1), or (2) to the extent Synacor used commercially reasonable efforts to obtain a license or modify the Software and/or Services as set forth in subsections (i) or (ii), and control Synacor is reasonably exposed to liability from Client’s continued use of such portion of the defense of) such Action. In such caseof the Software and/or Services, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expenseSynacor may, in its discretion, terminate the defense of rights and licenses granted hereunder with respect to such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedportion; [*].

Claims. If a Upon receipt by an Indemnified Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of notice of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigationproceedings, arbitration claim, demand or other proceeding against the Indemnified Party assessment made or brought by any an unaffiliated third party (each an "Action")a “Third Party Claim”) with respect to a matter for which such Indemnified Party is indemnified under this Article 6 (notwithstanding the application of any threshold or cap) which has or is reasonably expected to give rise to a claim for Losses, the Indemnified Party will give shall as soon as practicable, in the other Party (the "Indemnifying case of a Buyer Indemnified Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action notify Seller and in the possession case of a Seller Indemnified Party, notify Buyer (Seller or Buyer, as the case may be, the “Indemnifying Party”), in writing and in reasonable detail, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified PartyParty to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnifying Party will shall have a period of ten thirty (1030) days after delivery receipt of such notice to respondelect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under requirements of Law. If the Indemnifying Party elects shall undertake to compromise or defend the Action or does not respond any such Third Party Claim, it shall promptly, but in any event within the requisite ten (10) day periodBusiness Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnifying Indemnified Party will be obligated of its intention to defend the Action, at its own expensedo so, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense and against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Seller Indemnified Parties or the Buyer Indemnified Parties, as applicable, from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate fully, at its own expense, in the defense of such Actionaction or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (i) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article 6, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party responds within the required ten (10) day period and elects receiving such notice of a Third Party Claim does not elect to defend such ActionThird Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party will be freeshall have the right, without prejudice in addition to any of other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party's rights hereunderParty shall not settle, to compromise or defend (and control discharge, or admit any liability with respect to, any such Third Party Claim without the defense of) such Action. In such case, written consent of the Indemnifying Party (which consent will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed).

Claims. If a Party entitled to indemnification hereunder (the "“Indemnified Party"”) becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "“Action"”), the Indemnified Party will give the other Party (the "“Indemnifying Party"”) prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days [****] after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day [****] period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period [****] and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's ’s rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. Each indemnified party shall, promptly after receipt of notice of a Claim or action against such indemnified party in respect of which indemnity may be sought hereunder, notify the applicable indemnifying party in writing of the Claim or action. If any such Claim or action shall be brought against an indemnified party, and it shall have notified the indemnifying party thereof, unless based on the written advice of counsel to such indemnified party a Party conflict of interest between such indemnified party and indemnifying parties may exist in respect of such Claim, then the indemnifying party shall be entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claimparticipate therein, actionand, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the possession of defense thereof. After notice from the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory indemnifying party to the Indemnified Party. The Indemnified Party will cooperate, at the expense indemnified party of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right election to participate fully, at its own expense, in assume the defense of such Action. If Claim or action in accordance with the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Actionpreceding sentence, the Indemnified Party will indemnifying party shall not be freeliable to the indemnified party under this Article X for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof. Any indemnifying party against whom indemnity may be sought under this Article X shall not be liable to indemnify an indemnified party if such indemnified party settles such Claim or action without the consent of the indemnifying party, but such consent shall not unreasonably be withheld. The indemnifying party may not agree to any settlement of any such Claim or action, other than solely for monetary damages for which the indemnifying party shall be responsible hereunder, as a result of which any remedy or relief shall be applied to or against the indemnified party, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunderthe indemnified party, such which consent shall not unreasonably be withheld. This Section 10.4 shall not apply to claims made under Article VIII. In any action hereunder as to which the indemnifying party has assumed the defense thereof, the indemnified party shall continue to be unreasonably withheld or delayedentitled to participate in the defense thereof, with counsel of its own choice, but the indemnifying party shall not be obligated hereunder to reimburse the indemnified party of the costs thereof.

Claims. If Promptly after receipt by a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving claim or Notice of the commencement of any claim, action, suitadministrative, investigationor legal proceeding, arbitration or other proceeding against investigation as to which the Indemnified Party by any third party (each an "Action")indemnity provided for in this Article 16 may apply, the Indemnified Party will give shall notify the other Indemnifying Party (the "Indemnifying Party") prompt written notice in writing of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Partyfact. The Indemnifying Party will shall assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party, provided, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a period of ten (10) days after delivery of liability insurer is willing to pay such notice to respondcosts. If the Indemnifying Party elects fails to defend assume the Action or does not respond within the requisite ten (10) day perioddefense of a claim meriting indemnification, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, may at the expense of the Indemnifying PartyParty contest, with settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party and its counsel in the defense and or, absent such consent, written opinion of the Indemnified Party will have the right to participate fully, at its own expenseParty’s counsel that such claim is meritorious or warrants settlement. Except as otherwise provided in this Article 16, in the defense of such Action. If event that a Party is obligated to indemnify and hold the Indemnifying other Party responds within and its successors and assigns harmless under this Article 16, the required ten (10) day period and elects not amount owing to defend such Action, the Indemnified Party will be free, without prejudice to any the amount of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with ’s damages net of any insurance proceeds received by the Indemnified Party and its counsel in following a reasonable effort by the defense against Indemnified Party to obtain such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedinsurance proceeds.

Claims. If Promptly after receipt by a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving claim or notice of the commencement of any claim, action, suitadministrative, investigationor legal proceeding, arbitration or other proceeding against investigation as to which the Indemnified Party by any third party (each an "Action")indemnity provided for in this Article 12 may apply, the Indemnified Party will give shall notify the other Indemnifying Party (the "Indemnifying Party") prompt written notice in writing of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Partyfact. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to shall defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at action with counsel of its own expense, choosing and by counsel reasonably satisfactory to the Indemnified Party, provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer shall pay such costs. The Indemnified Party will cooperate, at the expense may not make any admission or offer or accept any settlement or compromise without prior written consent of the Indemnifying Party. Section Left Intentionally Blank Governing Law THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, with the Indemnifying Party and its counsel ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE PARTIES HERETO AGREE THAT VENUE IN ANY AND ALL ACTIONS AND PROCEEDINGS RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE IN THE SUPREME COURTS OF NEW YORK LOCATED IN NASSAU COUNTY AND SUFFOLK COUNTY NEW YORK, OR THE FEDERAL COURTS IN AND FOR THE EASTERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION FOR SUCH PURPOSE, AND THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. SERVICE OF PROCESS MAY BE MADE IN ANY MATTER RECOGNIZED BY SUCH COURTS. EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. Currency All references to “dollar(s)”, “US$” or “$” in the defense and the Indemnified Party will have the right this Agreement shall refer to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten United States dollars (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedUS$).

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified PartyParty (other than privileged information). The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will shall be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If Promptly after receipt by a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving claim or Notice of the commencement of any claim, action, suitadministrative, investigationor legal proceeding, arbitration or other proceeding against investigation as to which the Indemnified Party by any third party (each an "Action")indemnity provided for in this Article 16 may apply, the Indemnified Party will give shall notify the other Indemnifying Party (the "Indemnifying Party") prompt written notice in writing of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Partyfact. The Indemnifying Party will shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a period of ten (10) days after delivery of liability insurer is willing to pay such notice to respondcosts. If the Indemnifying Party elects fails to defend assume the Action or does not respond within the requisite ten (10) day perioddefense of a claim meriting indemnification, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, may at the expense of the Indemnifying PartyParty contest, with settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party and its counsel in the defense and or, absent such consent, written opinion of the Indemnified Party will have the right to participate fully, at its own expenseParty’s counsel that such claim is meritorious or warrants settlement. Except as otherwise provided in this Article 16, in the defense of such Action. If event that a Party is obligated to indemnify and hold the Indemnifying other Party responds within and its successors and assigns harmless under this Article 16, the required ten (10) day period and elects not amount owing to defend such Action, the Indemnified Party will be free, without prejudice to any the amount of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with ’s damages net of any insurance proceeds received by the Indemnified Party and its counsel in following a reasonable effort by the defense against Indemnified Party to obtain such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedinsurance proceeds.

Claims. If a Upon receipt by an Indemnified Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of notice of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigationproceedings, arbitration claim, demand or other proceeding against the Indemnified Party assessment made or brought by any an unaffiliated third party (each an "Action")a “Third Party Claim”) with respect to a matter for which such Indemnified Party is indemnified under this Article X which has or is reasonably expected to give rise to a claim for Losses, the Indemnified Party will give shall as soon as practicable, in the other Party case of a Legg Mason Indemnified Party, notify Citigroup and in the case of a Citigroup Indemnified Party, notify Legg Mason (Citigroup or Legg Mason, as the "case may be, the “Indemnifying Party") prompt ”), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice shall (a) describe such Third Party Claim in reasonable detail including the sections of such Action. Such notice will (i) provide this Agreement which form the basis on which indemnification is being asserted and for such claim; provided that the failure to identify a particular section in such notice shall not preclude the Indemnified Party from subsequently identifying such section as a basis for such claim, (iib) be accompanied by attach copies of all relevant pleadingssubstantive written evidence thereof and (c) if possible, demands, and other papers related to the Action and in the possession set forth an estimate of the amount of Losses that have been or may be sustained by an Indemnified Party. ; provided that such estimate shall not be binding or used in place of the actual amount of Losses subject to this Article X. The Indemnifying Party will shall have a period of ten (10) 30 days after delivery receipt of such notice to respondelect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under Requirements of Law. If the Indemnifying Party elects shall undertake to compromise or defend any such Third Party Claim, it shall promptly, but in any event within 10 Business Days of the Action or does not respond within receipt of notice from the requisite ten (10) day periodIndemnified Party of such Third Party Claim, notify the Indemnifying Indemnified Party will be obligated of its intention to defend the Action, at its own expensedo so, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense and against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Legg Mason Indemnified Parties or the Citigroup Indemnified Parties, as applicable, from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate fully, at its own expense, in the defense of such Actionaction or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (i) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article X, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. If the Indemnifying Party responds within the required ten (10) day period and elects receiving such notice of a Third Party Claim does not elect to defend such ActionThird Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party will be freeshall have the right, without prejudice in addition to any of other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such Third Party Claim; provided, however, that the Indemnified Party's rights hereunderParty shall not settle, to compromise or defend (and control discharge, or admit any liability with respect to, any such Third Party Claim without the defense of) such Action. In such case, written consent of the Indemnifying Party (which consent will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed).

Claims. If a Party entitled Each person to indemnification hereunder be indemnified pursuant to this Section 11 (the an "Indemnified PartyIndemnitee") becomes aware shall, within five days after the discovery by the Indemnitee of any matter it believes is indemnifiable hereunder involving any claimmatters giving arise to a claim for indemnification pursuant to Section 11.2 or 11.3, action, suit, investigation, arbitration give written notice to the person or other proceeding against the Indemnified Party by any third party persons responsible for indemnifying such Indemnitee (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written setting forth any claim with respect to which the Indemnitee seeks indemnification, provided that the failure of any Indemnitee to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article XI except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action, proceeding or claim is brought against any Indemnitee, the Indemnifying Party shall be entitled to participate in and, unless in the reasonable good faith judgment of the Indemnitee a conflict of interest between such Indemnitee and the Indemnifying Party may exist in respect of such Action. Such notice will (i) provide action, proceeding or claim, assume the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadingsdefense thereof, demands, and other papers related with counsel reasonably satisfactory to the Action Indemnitee. After notice from the Indemnifying Party to the Indemnitee of their election so to assume such defense, the Indemnifying Party shall not be liable to such Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such defense other than reasonable costs of investigation. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the possession defense of any such claim, proceeding or action, the Indemnitee's costs and expenses arising out of the Indemnified Party. The Indemnifying Party will have a period defense, settlement or compromise of ten (10) days after delivery of any such notice action, claim or proceeding shall be considered losses subject to respondindemnification hereunder. If the Indemnifying Party elects to defend any such action or claim, then the Action Indemnitee shall be entitled to participate in such defense with counsel of their choice at their sole cost and expense. The Indemnifying Party shall not be liable for any settlement of any action, claim or does proceeding effected without its written consent, provided, however, that the Indemnifying Party shall not respond within unreasonably withhold, delay or condition its consent. Anything in this Section 11.4 to the requisite ten (10) day periodcontrary notwithstanding, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be freeshall not, without prejudice to any of the Indemnified PartyIndemnitee's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such (which consent shall not to be unreasonably withheld withheld), settle or delayedcompromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnitee or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnitee, a release from all liability in respect of such claim.

Claims. If In case any Claim is brought by a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action")for which indemnification is or may be made pursuant to this Agreement, the Indemnified indemnified Party will give the other Party (the "Indemnifying Party") shall provide prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related thereof to the Action and in other Party; provided, however, that the possession failure of the Indemnified indemnified Party to comply with the foregoing notification provision shall not relieve the indemnifying Party of its indemnification obligations hereunder, except to the extent the indemnifying Party is actually and materially prejudiced thereby. Where obligated to indemnify such Claim, the indemnifying Party shall, upon the demand and at the option of the indemnified Party. The Indemnifying Party will have a period , assume the defense thereof (at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory prior to the Indemnified Partytime a response is due in such case, whichever occurs first. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, Parties shall cooperate reasonably with the Indemnifying Party and its counsel each other in the defense of any Claim, including making available (under seal if desired and if allowed) all records reasonably necessary to the defense of such Claim, and the Indemnified indemnified Party will shall have the right to join and participate fullyactively in the indemnifying Party’s defense of the Claim. Each Party shall be entitled to prior notice of any settlement of any Claim to be entered into by the other Party, at its own expenseand any such settlement shall be subject to the reasonable approval to the extent such Party’s rights would be directly and materially impaired. Without limiting the foregoing, in the defense event of any Claim or threatened Claim of infringement involving a portion of any portion of the Software and/or Services provided by Synacor: (i) upon Client’s request and at Synacor’s expense, Synacor will use its best efforts to procure the right or license, on commercially reasonable license terms, for Client to continue to use and otherwise exploit in accordance with the terms hereof such portion of the Software and/or Services at no additional cost or expense to Client other than the fees set forth herein; or (ii) at Synacor’s sole discretion, but upon as much prior written notice to Client as is reasonably practicable, Synacor may modify or alter (to the extent that Synacor has rights to so modify or alter), or delete any such portion of the Software and/or Services, as the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such Actionparts of the Software and/or Services that are material to Client’s then-current or demonstrably anticipated use hereunder. If options (i) and (ii) are not achievable as to any such portion: (1) Client may terminate the Indemnifying Party responds within rights and licenses granted hereunder, in its sole discretion, as to such infringing portion, or this Agreement without liability if loss of such portion materially and adversely affects the required ten Services or functionality Client expects hereunder; or (102) day period to the extent Synacor used commercially reasonable efforts to obtain a license or modify the Software and/or Services as set forth in subsections (i) or (ii), and elects Synacor is reasonably exposed to liability from Client’s continued use of such portion of the technology and/or services, Synacor may, in its discretion, terminate the rights and licenses granted hereunder with respect to such portion. If, pursuant to the immediately foregoing sentence, Client or Synacor terminate the rights and licenses granted hereunder as to any portion of any software and/or Services provided by Synacor and Client does not elect to defend such Actionterminate this Agreement, if applicable, the Indemnified Party will be free, without prejudice Parties shall thereafter negotiate in good faith for a period of not less than thirty (30) days with respect to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedreduced fees under this Agreement.

Claims. (a) If a Party entitled to indemnification hereunder an indemnified party (the an "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claimintends to seek indemnification pursuant to this Article VII, action, suit, investigation, arbitration or other proceeding against the such Indemnified Party by any third shall promptly notify the indemnifying party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice ), in writing, of such Actionclaim describing such claim in reasonable detail, PROVIDED, that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless and only to the extent it is actually prejudiced thereby, subject, however, to the time periods specified in Section 7.1 hereof. Such notice will Except for claims with respect to Taxes, which shall be governed by Section 4.9(a), (i) provide in the basis on which indemnification is being asserted event that such claim involves a claim by a third party against an Indemnified Party, the Indemnifying Party shall have 30 days after receipt of such notice to decide whether it will undertake, conduct and (ii) be accompanied by copies control, through counsel of all relevant pleadingsits own choosing and at its own expense, demandsthe settlement or defense thereof, and other papers related to if it so decides, the Action Indemnified Party shall cooperate with it in connection therewith, PROVIDED, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it, and in PROVIDED FURTHER, that the possession reasonable fees and expenses of such counsel shall be borne by the Indemnified Party. The Indemnifying Party will have a period shall not, without the written consent of ten the Indemnified Party (10) days after delivery of such notice to respondwhich consent shall not be unreasonably withheld), settle or compromise any action. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and notify the Indemnified Party will within 30 days after the receipt of notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to participate fullycontest, at its own expense, in settle or compromise the defense claim but shall not pay or settle any such claim without the consent of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects which consent shall not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedwithheld).

Claims. If a Party entitled to indemnification hereunder (the "“Indemnified Party"”) becomes aware of any matter it believes is indemnifiable indemnifable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "“Action"”), the Indemnified Party will give the other Party (the "“Indemnifying Party"”) prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's ’s rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled Each indemnified party agrees to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") indemnifying party prompt written notice of any matter upon which such Action. Such notice will indemnified party intends to base a claim for indemnification (ian "Indemnity Claim") provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Partyunder this Article Six. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will indemnified party shall have the right to participate fullywith the indemnifying party in the indemnifying party's defense, at its own expensesettlement or other disposition of any Indemnity Claim, subject to the ultimate control of the indemnifying party. With respect to any Indemnity Claim relating solely to the payment of money damages and which could not result in the indemnified party's becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Indemnity Claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate, provided that the defense indemnifying party shall provide reasonable evidence of such Action. If the Indemnifying Party responds within the required ten (10) day period its ability to pay any damages claimed and elects not to defend such Action, the Indemnified Party will be free, without prejudice with respect to any such settlement shall have obtained the written release of the Indemnified Party's rights hereunder, to compromise or defend (and control indemnified party from the defense of) such ActionIndemnity Claim. In such case, The indemnifying party shall obtain the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunderthe indemnified party prior to ceasing to defend, such consent not settling or otherwise disposing of any Indemnity Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be unreasonably withheld or delayedadversely affected in any manner.

Claims. If In case any Claim is brought by a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action")for which indemnification is or may be made pursuant to this Agreement, the Indemnified indemnified Party will give the other Party (the "Indemnifying Party") provide prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related thereof to the Action and in other Party; provided, however, that the possession failure of the Indemnified indemnified Party to comply with the foregoing notification provision will not relieve the indemnifying Party of its indemnification obligations hereunder, except to the extent the indemnifying Party is actually prejudiced thereby. Where obligated to indemnify such Claim, the indemnifying Party will, upon the demand and at the option of the indemnified Party. The Indemnifying Party will have a period , assume the defense thereof (at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory prior to the Indemnified Partytime a response is due in such case, whichever occurs first. The Indemnified Party Parties will cooperate, at the expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel each other in the defense of any Claim, including making available (under seal if desired and if allowed) all records reasonably necessary to the defense of such Claim, and the Indemnified indemnified Party will have the right to join and participate fullyactively in the indemnifying Party’s defense of the Claim. Each Party will be entitled to prior notice of any settlement of any Claim to be entered into by the other Party, at its own expenseand any such settlement will be subject to the reasonable approval to the extent such Party’s rights would be directly and materially impaired. Without limiting the foregoing, in the defense event of any Claim or threatened Claim of infringement involving a portion of any portion of the Software or Services provided by Synacor: (i) upon Client’s request and at Synacor’s expense, Synacor will [*] procure the right or license [*] for Client to continue to use and otherwise exploit in accordance with the terms hereof such portion of the Software or Services at no additional cost or expense to Client other than the fees set forth herein; or (ii) at Synacor’s sole discretion, but upon as much prior written notice to Client as is reasonably practicable, Synacor may modify or alter [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED (to the extent that Synacor has rights to so modify or alter), or delete any such portion of the Software or Services, as the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such Actionparts of the Software or Services that are material to Client’s then-current or demonstrably anticipated use hereunder. The Parties agree that Synacor’s commercially reasonable efforts to satisfy (i) or (ii) above will include procurement of such licenses or making such modifications at costs up to and including the lesser of [*]. If options (i) and (ii) are not achievable as to any such portion: (1) Client may terminate the Indemnifying Party responds within rights and licenses granted hereunder, in its sole discretion, as to such infringing portion, or this Agreement without liability if loss of such portion materially and adversely affects the required ten Services or functionality Client expects hereunder; or (102) day period to the extent Synacor used commercially reasonable efforts to obtain a license or modify the Software or Services as set forth in subsections (i) or (ii) and elects where Synacor is reasonably exposed to material liability from Client’s continued use of such portion of the technology or services, Synacor may, in its discretion, terminate the rights and licenses granted hereunder with respect to such portion. If, pursuant to the immediately foregoing sentence, Client or Synacor terminate the rights and licenses granted hereunder as to any portion of any Software or Services provided by Synacor and Client does not elect to defend such Actionterminate this Agreement, if applicable, the Indemnified Party Parties will be free, without prejudice thereafter negotiate in good faith for a period of not less than 30 days with respect to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedreduced fees under this Agreement.

Claims. If any claim or assertion of liability is made or asserted against a Party party entitled to indemnification hereunder be indemnified pursuant to Section 11.3 or 11.4 (the an "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third Person who is not a party (each an "Action")to this Agreement, the Indemnified Party will shall give to the other Party party (the an "Indemnifying Party") prompt written notice of such Actionclaim or assertion, or of any event or proceeding by or in respect of a third party of which it has knowledge, concerning any liability or damage as to which it may request indemnification hereunder. Such The failure by an Indemnified Party to give notice will (i) provide as provided in this Section 11.5 shall not relieve the basis on which indemnification is being asserted and (ii) be accompanied by copies Indemnifying Party of all relevant pleadings, demands, and other papers related its obligations under this Section 11.5 except to the Action extent that the failure results in a failure of actual notice to the Indemnifying Party and in the possession Indemnifying Party is damaged solely as a result of the Indemnified Partyfailure to give notice. The Indemnifying Party will shall have a period the right to direct, through counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, the defense or settlement of ten (10) days after delivery of any such notice to respondclaim or proceeding at its own expense. If the Indemnifying Party elects to defend assume the Action defense of any such claim or does proceeding, the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party shall be paid by the Indemnified Party; provided, however, that if the Indemnified Party asserts that there exists a conflict of interest that would make it inappropriate for the same counsel to represent the Indemnifying Party and the Indemnified Party and the counsel for the Indemnifying Party concurs with such assertion, then the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of separate counsel, to the extent such fees and expenses are incurred solely in connection with the matters with respect to which the counsel for the Indemnifying Party agrees there is a conflict of interest. The Indemnified Party shall provide the Indemnifying Party with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Indemnifying Party in the defense or settlement thereof, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith, as such expenses are incurred. If the Indemnifying Party elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not respond within pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the requisite ten (10) day periodIndemnifying Party, subject to the penultimate sentence of this Section 11.5, withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such liability. If the Indemnifying Party fails to defend, or if, after commencing or undertaking any such defense, the Indemnifying Party will be obligated fails to defend the Actionprosecute or withdraws from such defense, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperateshall have the right to undertake the defense or settlement thereof, at the expense of the Indemnifying Party's expense. If the Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 11.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, with then the Indemnified Party shall give the Indemnifying Party and its counsel in the defense prompt written notice thereof and the Indemnified Indemnifying Party will shall have the right to participate fully, at its own expense, in the settlement or assume or reassume the defense of such Actionclaim or proceeding. If the The Indemnifying Party responds within the required ten (10) day period and elects shall not to defend such Action, settle any claim or assertion unless the Indemnified Party will be freeconsents in writing to such settlement, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written which consent of both Parties hereunder, such consent shall not to be unreasonably withheld or delayedwithheld.

Claims. If a Party entitled A party having the right to indemnification hereunder (the "“Indemnified Party"”) becomes aware shall promptly notify the other (the “Indemnifying Party”) of the commencement of any matter it believes is indemnifiable hereunder involving any claim, action, suitsuit or proceeding for which indemnification may be sought, investigationand the Indemnifying Party, arbitration or other proceeding against through counsel reasonable satisfactory to the Indemnified Party, shall assume the defense thereof; provided, however, that the Indemnified Party by shall be entitled to participate in any third party (each an "Action")such action, the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice suit or proceeding with counsel of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadingsits own choice, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respondbut at its own expense. If the Indemnifying Party elects fails to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in assume the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Actiona reasonable time, the Indemnified Party may assume such defense and the reasonable fees and expenses of its attorneys will be freecovered by the indemnity provided for in this article 15. The Indemnifying Party shall not, without prejudice to any the written consent of the Indemnified Party's rights hereunder, which consent shall not be unreasonably withheld: (i) settle or compromise any action, suit or proceeding or consent to compromise the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with plaintiff to the Indemnified Party of a written release from all liability in respect of such action, suit or proceeding; or (ii) settle or compromise any action, suit or proceeding in any manner which may materially and its counsel in adversely affect the defense against such Action and the Indemnified Party other than as a result of money damages or other money payments. The Indemnifying Party will shall have the exclusive right to participate fullycontrol the action, at its own expensesuit or proceeding and, in subject to the defense of such Action. Any compromise or foregoing, enter into any settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedwith respect thereto.

Claims. If a Party entitled In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to indemnification hereunder this Section 8, such person (the "Indemnified Partyindemnified party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding shall promptly notify the person against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party whom such indemnity may be sought (the "Indemnifying Partyindemnifying party") prompt written in writing. No indemnification provided for in Section 8(a) or 8(b) shall be available to any party who shall fail to give notice as provided in this Section 8(c) if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was prejudiced by the failure to give such notice, but the failure to give such notice shall not relieve the indemnifying party or parties from any liability that it or they may have to the indemnified party for contribution or otherwise than on account of the provisions of Section 8(a) or 8(b). In case any such proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and shall pay as incurred the fees and disbursements of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers counsel related to such proceeding. In any such proceeding, any indemnified party shall have the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice right to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, retain its own counsel at its own expense. Notwithstanding the foregoing, the indemnifying party shall pay as incurred the fees and expenses of the counsel retained by the indemnified party in the event (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such firm shall be designated in writing by the Representative in the case of parties indemnified pursuant to Sections 8(a) and by counsel reasonably satisfactory the Company in the case of parties indemnified pursuant to the Indemnified PartySection 8(b). The Indemnified Party will cooperateindemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, at but if settled with such consent or if there be a final judgment for the expense of plaintiff, the Indemnifying Party, with indemnifying party agrees to indemnify the Indemnifying Party indemnified party from and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense against any loss or liability by reason of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise settlement or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedjudgment.

Claims. If a Party entitled In the event that SGI or the SGI Stockholders (hereinafter collectively referred to indemnification hereunder (as the "Indemnified Party") becomes aware of any matter shall reasonably believe that it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party has a claim for Damages (each an "ActionClaim"), it shall give prompt notice in accordance herewith to the Indemnified Party will give the other Party Company (the "Indemnifying Party") prompt written notice of the nature and extent of such ActionClaim and the Damages incurred by it. Such If the Damages are liquidated in amount, the notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demandsshall so state, and other papers related to such amount shall be deemed the Action and in the possession amount of such Claim of the Indemnified Party against the Indemnifying Party. The If the amount is not liquidated, the notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party will have a period of ten (10) days after delivery but no payment or satisfaction shall be made on account thereof until the amount of such notice to respondclaim is liquidated. If the Indemnifying Party elects to defend shall not, within thirty (30) days after the Action or does not respond within giving of such notice by the requisite ten (10) day periodIndemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party will disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any such Claim shall be obligated to defend the Actionpaid or satisfied as follows: (i) if said Claim is liquidated, at its own expense, and by counsel reasonably satisfactory then payment of such Claim to the Indemnified Party. The Indemnified Party will cooperate, shall be made by the Indemnifying Party at the expense end of such period; or (ii) if the amount of such Claim is unliquidated at the time notice is originally given to the Indemnifying Party, with the Indemnified Party shall give a second notice to the Indemnifying Party and its counsel when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (as opposed to the defense and Claim itself, as to which the right to dispute had expired) within twenty (20) days after the giving of said second notice, payment of such Claim to the Indemnified Party will have shall be made by the right to participate fully, at its own expense, in the defense of such ActionIndemnifying Party. If the Indemnifying Party responds within the required ten (10) day period and elects shall not have made payment to defend such Action, the Indemnified Party will be freeof any Claim when said payment is due, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with then the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fully, at its own expense, in take any and all actions required to collect from the defense Indemnifying Party the amount of such ActionClaim. Any portion of the amount of Damages asserted by the Indemnified Party in connection with a Claim shall, if not objected to by the Indemnifying Party in accordance with the procedures established herein, be considered to be subject to satisfaction without further objection, as may be appropriate. If the Indemnifying Party shall notify the Indemnified Party that the Indemnifying Party disputes any Claim or the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any settlement or compromise or settlement of an Action will require the prior written consent of both Parties hereunderon submission to arbitration, such consent not to claim shall be unreasonably withheld settled by appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or delayedlitigation, or incurred as a result thereof, shall be paid and satisfied as provided herein.

Claims. If a Party entitled to indemnification hereunder (a) In the "Indemnified Party") becomes aware case of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on Action as to which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day periodsought, the Indemnifying Party will be obligated to defend the ActionIndemnitor shall, at its own expenseif necessary, and by retain counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperateIndemnitee and shall have the option (i) to conduct any proceedings or negotiations in connection therewith, at (ii) to take all other steps to settle or defend any such Action (provided that the expense Indemnitor shall not settle any such Action without the consent of the Indemnifying PartyIndemnitee, with the Indemnifying Party which consent shall not be unreasonably withheld) and its (iii) to employ counsel to contest any such Action or liability in the defense and name of the Indemnified Party will have Indemnitee or otherwise. In any event, the right Indemnitee shall be entitled to participate fully, at its own expenseexpense and by its own counsel in any proceedings relating to any third party Action. The Indemnitor shall, in within ten (10) Business Days of receipt of the Claim Notice, notify the Indemnitee of its intention to assume the defense of such Action. If (i) the Indemnifying Party responds Indemnitor shall decline to assume the defense of any such Action, (ii) the Indemnitor shall fail to notify the Indemnitee within the required ten (10) day period and elects not Business Days after receipt of the Claim Notice of the Indemnitor's election to defend such Action, (iii) the Indemnified Party will Indemnitee shall have reasonably concluded that there may be free, without prejudice defenses available to any it that are different from or in addition to those available to the Indemnitor (in which case the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnified PartyIndemnitee), or (iv) a conflict exists between the Indemnitor and the Indemnitee that the Indemnitee has reasonably concluded would prejudice the Indemnitor's rights hereunderdefense of such Action, then in each such case the Indemnitor shall not have the right to compromise or defend (and control direct the defense of) of such Action. In such case, action on behalf of the Indemnifying Party will cooperateIndemnitee and the Indemnitee shall, at its own expensethe sole expense of the Indemnitor, with the Indemnified Party and its counsel in the defense defend against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, (x) in the defense event of a circumstance described in clause (i) or (ii), the Indemnitee may settle such Action. Any compromise or settlement of an Action will require without the prior written consent of both Parties hereunderthe Indemnitor (and the Indemnitor may not challenge the reasonableness of any such settlement) and (y) in the event of a circumstance described in clause (iii) or (iv), the Indemnitee may not settle such Action without the consent of the Indemnitor (which consent shall not to be unreasonably withheld or delayed). The reasonable expenses of all proceedings, contests or lawsuits in respect of such Actions shall be borne and paid by the Indemnitor if the Indemnitee is entitled to indemnification hereunder, and the Indemnitor shall pay the Indemnitee, in immediately available funds, the amount of any Damages, within a reasonable time of the incurrence of such Damages. Regardless of which party shall assume the defense or negotiation of the settlement of the Action, the parties shall cooperate fully with one another in connection therewith.

Claims. If a Party entitled In addition to any limitations set forth above, any party seeking indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes will notify the party from whom indemnification is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party requested (the "Indemnifying Party") prompt written as soon as practicable after they have concluded that they have a claim for indemnification against the Indemnifying Party under this Agreement, which notice shall include a description of the nature and basis of such Actionclaim. Such Upon receipt of a notice will from Indemnified Party of such claim, Indemnifying Party may assume the defense thereof with counsel reasonably satisfactory to Indemnified Party. Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense thereof, provided that the fees and expenses of counsel employed by Indemnified Party shall be at the expense of Indemnifying Party only if either (i) provide Indemnifying Party shall have failed, within 20 days after having been notified of the basis on which indemnification is being asserted and existence of the claim, to assume the defense thereof or (ii) be accompanied the employment of such counsel has been specifically authorized by copies Indemnifying Party. So long as Indemnifying Party is reasonably contesting such claim in good faith, Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, Indemnified Party shall have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnification therefor by Indemnifying Party. If Indemnifying Party does not notify Indemnified Party within 20 days after receipt of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have 's notice of a period claim of ten (10) days after delivery of such notice to respond. If the indemnification hereunder that Indemnifying Party elects to defend undertake the Action or does not respond within the requisite ten (10) day perioddefense thereof, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperateshall have the right to contest, settle or compromise the claim at the expense of the Indemnifying Party, with subject to the consent of Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fullywhich consent shall not be unreasonably, at its own expensewithheld, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld conditioned or delayed.. 9.5

Claims. If (a) Any Indemnified Person shall promptly deliver to Seller in the case of claims brought by a Party entitled Purchaser Indemnified Person and to indemnification hereunder Purchaser in the case of claims brought by a Seller Indemnified Person, (such notified party, the "Indemnified “Responsible Party"”) becomes aware notice (a “Claim Notice”) of any matter it believes is indemnifiable hereunder involving any which such Indemnified Person has determined has given or could give rise to a right of indemnification under Section 7.2 or Section 7.3 (a “Claim”), within twenty (20) days of such determination, stating the nature of the claim, action, suit, investigation, arbitration or other proceeding against to the extent then known by the Indemnified Person, a good-faith estimate of the Loss and method of computation thereof, to the extent then reasonably estimable, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to so timely notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is materially prejudiced by such failure. With respect to any third party recovery or indemnification sought by an Indemnified Person from the Responsible Party, if the Responsible Party does not notify the Indemnified Person within thirty (each an "Action"30) days from its receipt of the Claim Notice that the Responsible Party disputes such claim (the “Dispute Notice”), the Indemnified Responsible Party will give shall be deemed to have accepted and agreed with such claim. If the other Responsible Party (has disputed a claim for indemnification under Section 7.2 or Section 7.3, the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted Responsible Party and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified PartyPerson shall proceed in good faith to negotiate a resolution to such dispute. The Indemnifying If the Responsible Party will have a period of ten and the Indemnified Person cannot resolve such dispute in thirty (1030) days after delivery of the Dispute Notice, such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will dispute shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory resolved pursuant to the Indemnified Party. The Indemnified Party will cooperate, at the expense terms of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedSection 8.5.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware any Indemnitee receives notice of any matter it believes claim or the commencement of any action or proceeding with respect to which the Indemnifying Party is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action")obligated to provide indemnification pursuant to Section 8.1, the Indemnified Party will Indemnitee shall promptly give the other Indemnifying Party (the "Indemnifying Party") prompt written notice of such Actionthereof. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) shall be accompanied by copies of all relevant pleadings, demands, and other papers related a condition precedent to the Action and in the possession any liability of the Indemnified PartyIndemnifying Party under the provisions for indemnification contained in this Agreement and shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have a period may elect to compromise or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the asserted liability of ten (10) days after delivery the Indemnitee; provided, however, that to the satisfaction of the Indemnitee, the Indemnifying Party shall indemnify and secure the Indemnitee against such notice to respondcontested claims and for the expenses of contesting and defending the claims. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within 30 days (or sooner, if the Action or does not respond within nature of the requisite ten (10asserted liability so requires) day period, notify the Indemnifying Party will be obligated Indemnitee of its intent to defend the Action, at its own expensedo so, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will Indemnitee shall cooperate, at the expense of the Indemnifying Party, with in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party elects not to compromise or defend against the asserted liability, or fails to notify the Indemnitee of its election as herein provided, the Indemnitee may, if acting in accordance with its good faith business judgment, pay, compromise or defend such asserted liability, and its counsel in such settlement shall be binding on the defense Indemnifying Party for purposes of this Article VIII. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnified Indemnifying Party will have the right to participate fullymay each participate, at its own expense, in the defense of such Actionasserted liability. If the Indemnifying Party responds within the required ten (10) day period and elects not chooses to defend such Actionany claim, the Indemnified Party will be free, without prejudice Indemnitee shall make available to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperateany books, at records or other documents within its own expense, with the Indemnified Party and its counsel in the defense against control that are necessary or appropriate for such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayeddefense.

Claims. If a an Indemnified Party entitled intends to seek indemnification hereunder pursuant to this Article IX with respect to third party claims, such Indemnified Party shall promptly provide written notice to the party from whom indemnification is being sought (the "“Indemnifying Party”), in writing in accordance with Section 10.1 hereof of such claim describing such claim in reasonable detail including the sections of this Agreement which form the basis for such claim; copies of all material written evidence thereof and the estimated amount of the Damages that have been or may be sustained by an Indemnified Party") becomes aware ; provided that the failure to provide such notice shall not affect the obligations of any matter the Indemnifying Party unless it believes is indemnifiable hereunder involving any claimactually materially prejudiced thereby, actionsubject, suithowever, investigation, arbitration or other proceeding to the time periods specified in Section 9.1 hereof. In the event that such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party by any third party (each an "Action")shall have twenty days after receipt of such notice to decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party will give shall cooperate with the other Indemnifying Party (in connection with the "Indemnifying Party") prompt written notice settlement or defense of such Actionclaim; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it; provided, further, that the fees and expenses of such counsel shall be borne by the Indemnified Party. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related Notwithstanding anything in this Section 9.3 to the Action contrary, the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment unless such settlement or compromise includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a duly executed written release of the Indemnified Party from all liability in respect of such action, which release shall be reasonably satisfactory in form and in substance to counsel for the possession Indemnified Party; provided that the Indemnifying Party shall not effect a settlement or compromise without the prior written consent of the Indemnified Party if such settlement or compromise contains injunctive, equitable or other provisions that materially affect, the ongoing business of the Indemnified Party. The So long as the Indemnifying Party will have a period has agreed to undertake, conduct and control the settlement or defense of ten (10) days after delivery any such claim and is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without the consent of such notice to respondthe Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party elects not to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperateagainst such claim or demand, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and whether by not giving the Indemnified Party will timely notice as provided above or otherwise, then the Indemnified Party shall have the right to participate fully, at its own expense, in defend against such claim or demand and the portion of any such claim or demand as to which the defense by the Indemnified Party is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be a liability of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified ------- Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will shall give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will shall (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will shall have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will shall have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will shall be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will shall cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will shall require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled the Indemnitee is threatened with any claim or any claim is presented to, or any action or proceeding commenced against, the Indemnitee which may give rise to the right of indemnification hereunder hereunder, the Indemnitee will promptly give written notice thereof to the Indeninitor. The Indemnitor, by delivery of written notice to the Indemnitee within twenty (20) days of receipt of written notice for indemnity from the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any Indemnitee, may elect to contest such claim, actionaction or proceeding, suitin which event such contest shall lie conducted in such manner as the Indemnitor deems necessary or advisable; provided, investigationhowever, arbitration or other proceeding against the Indemnified Party by any third party that (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party"a) prompt such written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) shall be accompanied by copies a written acknowledgment of all relevant pleadingsthe Indemnitor's liability for the indemnified liabilities and any further loss, demandsdamage or expense that the Indemnitee might suffer as a result of the election to contest such claim, action or proceeding, (b) the counsel undertaking the defense of such claim, action or proceeding shall be reasonably acceptable to the Indemnitee, and other papers related to (c) if the Action and Indemnitee requests in writing that such claim, action or proceeding not be contested, then it shall not be contested but shall also not be covered by the possession of the Indemnified Partyindemnities provided herein. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does Indemnitor shall not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fullysettle an indemnifiable matter except with the consent of the Indemnitee which shall not be unreasonably withheld, at after delivering a written description of the proposed settlement to, and receiving consent from, the Indemnitee and, if the Indemnitor is able to achieve such settlement, the Indemnitor may satisfy its own expense, in the defense of obligations with respect to such Actionindemnified liabilities by consummating such settlement. If the Indemnifying Party responds within the required ten (10) day period and elects Indemnitor does not elect to defend such Actioncontest an indemnifiable matter, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will Indemnitee shall have the right to participate fullyprosecute, at its own expensedefend, compromise, settle or pay any claim, but the Indemnitee shall not be obligated to do so. The Indemnitee and the Indemnitor shall cooperate with each other in the defense of such Action. Any compromise connection with any matter or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedclaim for indemnification.

Claims. If a Party entitled Each indemnified party agrees to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") indemnifying party prompt written notice of any matter upon which such Actionindemnified party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 7. Such notice will (i) provide The indemnified party shall at all times reasonably cooperate in the basis on which indemnification is being asserted settlement and (ii) be accompanied by copies defense of third party claims and shall make available all relevant pleadingsrecords, demands, materials and other papers related to relevant matter reasonably requested by the Action and indemnitor in the possession of the Indemnified Partyconnection with such claims. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Actionindemnified party, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will shall have the right to participate fullywith the indemnifying party in the indemnifying party’s defense, at its own expensesettlement or other disposition of any Indemnity Claim, subject to the ultimate control of the indemnifying party. With respect to any Indemnity Claim relating solely to the payment of money damages and which could not result in the indemnified party’s becoming subject to injunctive or other equitable relief or otherwise materially adversely affect the business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Indemnity Claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate, provided that the defense indemnifying party shall provide to the indemnified party reasonable evidence of such Action. If the Indemnifying Party responds within the required ten (10) day period its ability to pay any damages claimed and elects not to defend such Action, the Indemnified Party will be free, without prejudice with respect to any such settlement shall have obtained the written release of the Indemnified Party's rights hereunder, to compromise or defend (and control indemnified party from the defense of) such ActionIndemnity Claim. In such case, The indemnifying party shall obtain the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunderthe indemnified party prior to ceasing to defend, such consent not settling or otherwise disposing of any Indemnity Claim if as a result thereof the indemnified party would ** This information has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission. become subject to injunctive or other equitable relief or the business of the indemnified party would be unreasonably withheld or delayedadversely affected in any manner.

Claims. If a Each Innovator Indemnified Party entitled to indemnification hereunder and Sandoz Indemnified Party (the "“Indemnified Party"”) becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will agrees to give the other Party (the "Indemnifying Party") indemnifying party prompt written notice of any matter upon which such ActionIndemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. Such notice will (i) provide In the basis on which indemnification event that an Indemnity Claim is being asserted and (ii) be accompanied by copies of all relevant pleadingsbrought or made against both parties, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party then each party will have a period of ten (10) days after delivery of such notice the right to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Innovator will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof. All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by counsel reasonably satisfactory Innovator. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof. All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. If both parties are indemnifying parties with respect to the Indemnified Partysame Indemnity Claim, the parties shall determine by mutual agreement, within twenty (20) days following their receipt of notice of commencement or assertion of such Indemnity Claim (or such lesser period of time as may be required to respond properly to such claim), which party shall assume the lead role in the defense thereof. Should the indemnifying parties be unable to mutually agree on which of them shall assume the lead role in the defense of such Indemnity Claim, both indemnifying parties shall be entitled to participate in such defense through counsel of their respective choosing. The Indemnified Party will cooperatemake available to the indemnifying party and its counsel, at the expense all reasonable times during normal business hours, all books and records of the Indemnifying Partyother party relating to such suit, with claim or proceeding, and each party will render to the Indemnifying Party other party such assistance as it may reasonably require in order to ensure proper and its counsel in adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the defense and written consent of the Indemnified Party will have the right prior to participate fullysettling, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not ceasing to defend such Action, or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party will be free, without prejudice would become subject to any injunctive or other equitable relief or the business of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel would be adversely affected in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedany manner whatsoever.

Claims. (a) THIRD-PARTY CLAIMS. If a claim shall be made or action brought by a third party with respect to a matter referred to in this Article XVII against an Indemnified Party, such Indemnified Party entitled to indemnification hereunder shall, in the case of a BNY Indemnified Party, promptly notify JPM and in the case of a JPM Indemnified Party, promptly notify BNY (as the case may be, the "INDEMNIFYING PARTY"), in writing, setting forth the particulars of such claim or action, and the Indemnifying Party shall assume the defense thereof. No such claim or action shall be settled by the Indemnifying Party without the Indemnified Party") becomes aware 's prior written consent; PROVIDED, HOWEVER, that no such prior written consent of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party shall be required to any proposed settlement if such proposed settlement involves only the payment of money by the Indemnifying Party and includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability to all Indemnified Parties with respect to such claim. If (i) the Indemnifying Party shall not have employed counsel within a reasonable time after such notice of commencement of any third party such action, or (each an "Action"), ii) the Indemnified Party will give shall have reasonably concluded (on the other Party (the "Indemnifying Party"advice of counsel) prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) that there are likely to be accompanied by copies of all relevant pleadingsmaterial defenses available to it that are different from, demands, and other papers related additional to the Action and or in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice conflict with those available to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and then the Indemnified Party will shall have the right to participate fully, at its own expense, in employ one separate firm of counsel and the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period legal and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of other expenses incurred by the Indemnified Party's rights hereunder, to compromise or defend (including the reasonable fees and control the defense of) expenses of such Action. In such caseseparate counsel, shall be borne by the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedParty.

Claims. If a Party entitled to (a) Any party seeking indemnification hereunder under Section 9.2 (the "an “Indemnified Party"”) becomes aware shall promptly give the party from whom indemnification is being sought (such notified party, the “Responsible Party”) notice (a “Claim Notice”) of any matter it believes is indemnifiable hereunder involving any which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating in reasonable detail, the nature of the claim, actiona good-faith reasonable estimate of the Damage and method of computation thereof, suitand containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, investigation, arbitration or other proceeding against except to the Indemnified extent that the Responsible Party by any third party (each an "Action")is actually prejudiced thereby. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party will shall estimate in good faith the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim” and, the Claim Notice in respect thereof, an “Unliquidated Claim Notice”). If an Indemnified Party gives an Unliquidated Claim Notice, the Indemnified Party shall also give a second Claim Notice within sixty (60) days after the matter giving rise to the claim becomes finally resolved and the amount of identifiable Damages can be determined, which second Claim Notice shall specify the amount of the claim (any such second Claim Notice, together with any other Claim Notice given pursuant hereto that is not an Unliquidated Claim Notice is referred to herein as a “Liquidated Claim Notice”). Each Responsible Party to which a Liquidated Claim Notice that does not involve a Third Party Claim (as defined below) is given shall respond to any Indemnified Party that has given such Liquidated Claim Notice within 30 days (the "Indemnifying Party"“Response Period”) prompt written notice of such Action. Such notice will (i) provide after the basis date on which indemnification such Liquidated Claim Notice is being asserted given. If the Responsible Party does not notify the Indemnified Party within the Response Period that the Responsible Party disputes such claim (the “Claim Dispute Notice”), the Responsible Party shall be deemed to have accepted and (ii) be accompanied by copies agreed with such claim. For the avoidance of doubt, the Representative may submit a Claim Dispute Notice on behalf of any or all relevant pleadings, demands, and other papers related to the Action and in the possession of the Responsible Parties that are Sellers. If the Responsible Party has disputed a claim for indemnification (including any Third Party Claim), the Responsible Party and the Indemnified PartyParty shall proceed in good faith to negotiate a resolution to such dispute. The Indemnifying If the Responsible Party will have a period of ten (10) and the Indemnified Party cannot resolve such dispute in 45 days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such ActionClaim Dispute Notice, the Indemnified Party will be free, without prejudice may thereafter pursue any legal remedies available to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel against the Responsible Party with respect to the unresolved claim(s) in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedaccordance with this ARTICLE IX.

Claims. If When a Party entitled to party seeking indemnification hereunder under Section 10.2 or 10.3 (the "Indemnified Party") becomes aware receives notice of any matter it believes claims made by third parties (individually, a "Third Party Claim" and collectively, "Third Party Claims") or has any other claim for indemnification other than a Third Party Claim, which is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against to be the Indemnified Party by any third party (each an "Action")basis for a claim for indemnification hereunder, the Indemnified Party will shall give prompt written notice thereof to the other Party party (the "Indemnifying Party") prompt written notice reasonably indicating (to the extent known) the nature of such Action. Such notice will (i) provide claims and the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadingsthereof; provided, demandshowever, and other papers related to the Action and in the possession that failure of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If give the Indemnifying Party elects to defend prompt notice as provided herein shall not relieve the Action or does not respond within Indemnifying Party of any of its obligations hereunder. Upon notice from the requisite ten (10) day periodIndemnified Party, the Indemnifying Party will may, but shall not be obligated to defend required to, assume the Actiondefense of any such Third Party Claim, at including its own expensecompromise or settlement, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party shall pay all reasonable costs and its counsel expenses thereof and shall be fully responsible for the outcome thereof, provided, however, that in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with shall have no obligation to pay any further costs or expenses of legal counsel of the Indemnified Party and thereafter incurred in connection with such defense other than reasonable costs of investigation. No compromise or settlement in respect of any Third Party Claims may be effected by the Indemnifying Party without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld), unless the sole relief is monetary damages that are paid in full by the Indemnifying Party. The Indemnifying Party shall give notice to the Indemnified Party as to its counsel in intention to assume the defense against of any such Action Third Party Claim within 30 days after the date of receipt of the Indemnified Party's notice in respect of such Third Party Claim. If the Indemnifying Party does not, within 30 days after the Indemnified Party's notice is given, give notice to the Indemnified Party of its assumption of the defense of the Third Party Claim, the Indemnifying Party shall be deemed to have waived its rights to control the defense thereof. If the Indemnified Party assumes the defense of any Third Party Claim because of the failure of the Indemnifying Party to do so in accordance with this Section 10.4, it may do so in such reasonable manner as it may deem appropriate, and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense shall pay all reasonable costs and expenses of such Actiondefense. Any The Indemnifying Party shall have no liability with respect to any compromise or settlement of an Action will require the thereof effected without its prior written consent of both Parties hereunder, such (which consent shall not to be unreasonably withheld or delayed), unless the sole relief granted was equitable relief for which it would have no liability or to which it would not be subject.

Claims. If a Party claim for Indemnifiable Damages is to be made by a party entitled to indemnification hereunder (against the "Indemnified Party") indemnifying party, the party entitled to such indemnification shall give written notice to the indemnifying party as soon as practical after the party entitled to indemnification becomes aware of any matter it believes is indemnifiable hereunder involving fact, condition or event which may give rise to Indemnifiable Damages for which indemnification may be sought under this Section 11. If any claim, lawsuit, proceeding or action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within 15 days after the service of the citation or summons); provided, that the failure of any indemnified party to give the notice required by the preceding clause or sentence shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall acknowledge in writing to the indemnified party that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, suitthen, except as provided below, the indemnifying party shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense provided that the indemnifying party and its counsel shall proceed with diligence and in good faith with respect thereto. The indemnified party shall cooperate (at the indemnifying party's expense) in all reasonable respects with the indemnifying party and such attorneys in the investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice trial and defense of such Action. Such notice will (i) provide lawsuit or action and any appeal arising therefrom; provided, however, that the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Actionindemnified party may, at its own expensecost, participate in the investigation, trial and by defense of such lawsuit or action and any appeal arising therefrom and provided, further, that if the indemnifying party shall not have employed counsel to direct the defense of any such action or if any such indemnified party or parties shall have reasonably satisfactory concluded that there may be defenses available to it or them which are different from or additional to those available to the Indemnified Party. The Indemnified Party will cooperate, at indemnifying party (in which case the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will indemnifying party shall not have the right to participate fully, at its own expense, in direct the defense of such Actionaction on behalf of the indemnified party or parties), legal and other expenses thereafter reasonably incurred by the indemnified party shall be borne by the indemnifying party. If the Indemnifying Party responds within the required ten (10) day period and elects An indemnified party shall not to defend such Action, the Indemnified Party will be free, without prejudice entitled to any of the Indemnified Party's rights hereunder, payment under an indemnity hereunder with respect to compromise any action or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement portion of an Action will require action until such action or portion shall have been settled by agreement among the pertinent parties or shall have been finally determined (including any appeals unless by agreement no further appeals are taken) by a court or board of arbitration of competent jurisdiction. No indemnifying party shall be required to pay indemnification hereunder as a result of a settlement or compromise unless the indemnified party shall have given its prior written consent of both Parties hereunderto such settlement or compromise, such which consent shall not to be unreasonably withheld or delayedwithheld.

Claims. (a) If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the an Indemnified Party by any third party (each an "Action")intends to seek indemnification pursuant to this Article VII, the such Indemnified Party will give shall promptly notify the other Party Seller or Parent and the Buyer, as the case may be (the "Indemnifying Party") prompt written notice ), in writing of such Actionclaim describing such claim in reasonable detail; provided, that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless it is actually prejudiced thereby, subject, however, to the time periods specified in Section 7.1 hereof. Such In the event that such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party shall have ten days after receipt of such notice to decide whether it will (i) provide undertake, conduct and control, through counsel of its own choosing and at its own expense, the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demandssettlement or defense thereof, and other papers related if it so decides, the Indemnified Party shall cooperate with it in connection therewith; provided, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it; and provided further, that the fees and expenses of such counsel shall be borne by the Indemnified Party. Notwithstanding anything in this Section 7.3(a) to the Action and in contrary, the possession Indemnifying Party may, without the consent of the Indemnified Party. The , settle or compromise any action or consent to the entry of any judgment which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a duly executed written release of the Indemnified Party from all liability in respect of such action, which release shall be reasonably satisfactory in form and substance to counsel for the Indemnified Party; provided, that the Indemnifying Party will have a period shall not, without the written consent of ten (10) days after delivery the Indemnified Party, settle or compromise any action in any manner that, in the reasonable judgment of such notice to respondthe Indemnified Party or its counsel, would materially and adversely affect the Indemnified Party. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and notify the Indemnified Party will have within ten days after the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any receipt of the Indemnified Party's rights hereunder, notice of a claim of indemnity hereunder that it elects to compromise or defend (and control undertake the defense of) such Action. In such casethereof, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fullycontest, at its own expensesettle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. So long as the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided, that so long as the Indemnifying Party is contesting such claim in good faith, any such settlement shall include as an unconditional term thereof the defense delivery by the claimant or plaintiff to the Indemnifying Party of a duly executed written release of the Indemnifying Party from all liability in respect of such Action. Any compromise action; and provided further, that in such event it shall waive any right to indemnity therefor by the Indemnifying Party; and provided further, that the Indemnified Party shall provide the Indemnifying Party reasonable advance notice of any proposed settlement or settlement of an Action will require payment and shall not pay or settle any claim if the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedIndemnifying Party shall reasonably object.

Claims. If (a) When a Party entitled to party seeking indemnification hereunder under Sections A.2 or A.3 (the "Indemnified Party") becomes aware receives notice of any matter it believes claims made by third parties ("Third Party Claims") or has any other claim for indemnification other than a Third Party Claim, which is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against to be the Indemnified Party by any third party (each an "Action")basis for a claim for indemnification hereunder, the Indemnified Party will shall give prompt written notice thereof to the other Party party or parties (the "Indemnifying Party") prompt written notice reasonably indicating (to the extent known) the nature of such Action. Such notice will (i) provide claims and the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadingsthereof; provided, demandshowever, and other papers related to the Action and in the possession that failure of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If give the Indemnifying Party elects prompt notice as provided herein shall not relieve the Indemnifying Party of any of its obligations hereunder unless and only to defend the Action or does not respond within extent that the requisite ten (10) day periodIndemnifying Party shall have been prejudiced thereby. Upon notice from the Indemnified Party, the Indemnifying Party will may, but shall not be obligated to defend required to, assume the Actiondefense of any such Third Party Claims, at including its own expensecompromise or settlement, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party shall pay all reasonable costs and its counsel expenses thereof and shall be fully responsible for the outcome thereof; provided, however, that in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with shall have no obligation to pay any further costs or expenses of legal counsel of the Indemnified Party and its counsel thereafter incurred in the defense against connection with such Action and defense. No compromise or settlement in respect of any Third Party Claims may be effected by the Indemnifying Party will have without the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the Indemnified Party's prior written consent of both Parties hereunder, such (which consent shall not to be unreasonably withheld or delayed), unless the sole relief is monetary damages that are paid in full by the Indemnifying Party (and satisfactory releases are delivered to the Indemnified Party). The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such Third Party Claims within thirty (30) days after the date of receipt of the Indemnified Party's notice in respect of such Third Party Claims. If an Indemnifying Party does not, within thirty (30) days after the Indemnified Party's notice is given, give notice to the Indemnified Party of its assumption of the defense of the Third Party Claims, the Indemnifying Party shall be deemed to have waived rights to control the defense thereof. If the Indemnified Party assumes the defense of any Third Party Claims because of the failure of the Indemnifying Party to do so in accordance with this Section A.4, it may do so in such reasonable manner as it may deem appropriate, and the Indemnifying Party shall pay any judgment entered against the Indemnified Party and all reasonable costs and expenses of such defense. The Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its prior written consent (which consent shall not be unreasonably withheld or delayed), unless the sole relief granted was equitable relief for which the Indemnifying Party would have no liability or to which the Indemnifying Party would not be subject.

Claims. If a Party entitled to indemnification hereunder (the ------------- "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) business days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) business day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified PartyParty unless such Party disputes in good faith that it has an obligation to Indemnify against such Action. In the event the Indemnifying Party disputes in good faith that it has an obligation to indemnify against such Action, the Indemnified Party shall proceed to defend the Action until such time as the dispute is resolved in accordance with Section 8 if this Agreement. If, upon resolution of the dispute, the Indemnifying Party is found to have an obligation to defend the Action, the Indemnifying Party shall promptly reimburse the Indemnified Party for all reasonable costs incurred in defending the Action during the period of dispute resolution. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) business day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunderhereunder (if any), to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will reasonably cooperate, at its own expense, unless such Party disputes in good faith that it has an obligation to Indemnify against such Action, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. In the event the Indemnifying Party disputes in good faith that it has an obligation to indemnify against such Action, the Indemnifying Party shall reasonably cooperate at the Indemnified Party's expense until such time as the dispute is resolved in accordance with Section 8 if this Agreement. If, upon resolution of the dispute, the Indemnifying Party is found to have an obligation to reasonably cooperate at it's own expense, the Indemnifying Party shall promptly reimburse the Indemnified Party for all reasonable costs incurred in obtaining the Indemnifying Party's cooperation during the period of dispute resolution. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the ------- "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party Party (each an "Action"), ; the Indemnified Party will shall give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will shall (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will shall have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will shall have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will shall be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, Action at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.the

Claims. If a Party entitled the Indemnitee is threatened with any claim or any claim is presented to, or any action or proceeding commenced against, the Indemnitee which may give rise to the right of indemnification hereunder hereunder, the Indemnitee will promptly give written notice thereof to the Indemnitor. The Indemnitor, by delivery of written notice to the Indemnitee within twenty (20) days of receipt of written notice for indemnity from the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any Indemnitee, may elect to contest such claim, actionaction or proceeding, suitin which event such contest shall lie conducted in such manner as the Indemnitor deems necessary or advisable; provided, investigationhowever, arbitration or other proceeding against the Indemnified Party by any third party that (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party"a) prompt such written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) shall be accompanied by copies a written acknowledgment of all relevant pleadingsthe Indemnitor's liability for the indemnified liabilities and any further loss, demandsdamage or expense that the Indemnitee might suffer as a result of the election to contest such claim, action or proceeding, (b) the counsel undertaking the defense of such claim, action or proceeding shall be reasonably acceptable to the Indemnitee, and other papers related to (c) if the Action and Indemnitee requests in writing that such claim, action or proceeding not be contested, then it shall not be contested but shall also not be covered by the possession of the Indemnified Partyindemnities provided herein. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does Indemnitor shall not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fullysettle an indemnifiable matter except with the consent of the Indemnitee which shall not be unreasonably withheld, at after delivering a written description of the proposed settlement to, and receiving consent from, the Indemnitee and, if the Indemnitor is able to achieve such settlement, the Indemnitor may satisfy its own expense, in the defense of obligations with respect to such Actionindemnified liabilities by consummating such settlement. If the Indemnifying Party responds within the required ten (10) day period and elects Indemnitor does not elect to defend such Actioncontest an indemnifiable matter, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will Indemnitee shall have the right to participate fullyprosecute, at its own expensedefend, compromise, settle or pay any claim, but the Indemnitee shall not be obligated to do so. The Indemnitee and the Indemnitor shall cooperate with each other in the defense of such Action. Any compromise connection with any matter or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedclaim for indemnification.

Claims. If a an Indemnified Party entitled intends to seek indemnification hereunder pursuant to this Article IX with respect to third party claims, such Indemnified Party shall promptly provide written notice to the party from whom indemnification is being sought (the "“Indemnifying Party”), in writing in accordance with Section 11.1 hereof of such claim describing such claim in reasonable detail including the sections of this Agreement which form the basis for such claim; copies of all material written evidence thereof and the estimated amount of the Damages that have been or may be sustained by an Indemnified Party") becomes aware ; provided that the failure to provide such notice shall not affect the obligations of any matter the Indemnifying Party unless it believes is indemnifiable hereunder involving any claimactually materially prejudiced thereby, actionsubject, suithowever, investigation, arbitration or other proceeding to the time periods specified in Section 9.1 hereof. In the event that such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party by any third party shall have twenty (each an "Action")20) days after receipt of such notice to decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party will give shall cooperate with the other Indemnifying Party (in connection with the "Indemnifying Party") prompt written notice settlement or defense of such Actionclaim; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it; provided, further, that the fees and expenses of such counsel shall be borne by the Indemnified Party. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related Notwithstanding anything in this Section 9.3 to the Action and in contrary, the possession Indemnifying Party may not, without the consent of the Indemnified Party. The , settle or compromise any action or consent to the entry of any judgment unless such settlement or compromise includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a duly executed written release of the Indemnified Party from all liability in respect of such action, which release shall be reasonably satisfactory in form and substance to the Indemnified Party; provided, that the Indemnifying Party will have shall not effect a period settlement or compromise without the prior written consent of ten (10) days after delivery the Indemnified Party if such settlement or compromise contains injunctive, equitable or other provisions that adversely affect, the ongoing business of the Indemnified Party, the Conveyed Companies, the Purchased Assets or the Retained Assets. So long as the Indemnifying Party has agreed to undertake, conduct and control the settlement or defense of any such notice to respondclaim and is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party elects not to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperateagainst such claim or demand, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and whether by not giving the Indemnified Party will timely notice as provided above or otherwise, then the Indemnified Party shall have the right to participate fully, at its own expense, in defend against such claim or demand and the portion of any such claim or demand as to which the defense by the Indemnified Party is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be a liability of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any shall not compromise or settlement of an Action will require settle any claim without the prior written consent of both Parties hereunderthe Indemnifying Party, such consent which shall not to be unreasonably withheld or delayedwithheld.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified ----------- Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the 46 CONFIDENTIAL [* * *] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Execution Copy defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If As a Party entitled condition to indemnification hereunder the liability of the other party hereunder, the claiming parting (the "Indemnified Claiming Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or shall notify the other proceeding against the Indemnified Party by any third party (each an "ActionOther Party"), the Indemnified Party will give the other Party in writing, of any claim (the "Indemnifying PartyClaim") prompt written covered by this Assignment within a reasonable time after the assertion thereof by a third party against Claiming Party. In the event of such a notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied a Claim by copies of all relevant pleadingsClaiming Party to Other Party, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Other Party will shall have a period of ten (10) days after delivery of such notice receipt thereof in which to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in undertake the defense of such Actionthe Claim on behalf of itself and Claiming Party. If the Indemnifying Other Party responds within the required ten (10) day period and elects not so undertakes to defend said Claim on behalf of itself and Claiming Party, it shall retain and pay counsel to conduct such Action, defense. Such counsel shall be subject to the Indemnified Party will be free, without prejudice to any approval of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Claiming Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent which approval shall not to be unreasonably withheld or delayed. Claiming Party may employ its own counsel to work with Other Party as counsel in connection with the defense of said Claim, but Claiming Party shall pay all fees and disbursements of said counsel. Other Party may settle the Claim, without the consent of Claiming Party, to the extent the settlement does not bind Claiming Party or impose any obligation on Claiming Party. If Claiming Party would have any liability for the payment and/or performance of any settlement, Claiming Party's written consent thereto must be obtained by Other Party in order for said settlement to be binding upon Claiming Party. If Other Party refuses or fails to so undertake to defend the Claim, Claiming Party may defend the same on its own behalf, may retain and pay counsel to conduct such defense and may settle the Claim, without the consent of Other Party. Other Party shall then reimburse Claiming Party (a) for all reasonable costs, including court costs and reasonable attorneys' fees, incurred by Claiming Party in connection with said defense and/or any such settlement and (b) for all sums paid pursuant to any judgment, including interest, against Claiming Party in connection therewith or any such settlement.

Claims. If a Party entitled All claims for indemnification under Section 5.2 shall be asserted and resolved pursuant to indemnification hereunder (this Section 5.3. Any person claiming under Section 5.2 is hereinafter referred to as the "“Indemnified Party") becomes aware ” and any person against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” If any Damages are asserted against or sought to be collected from an Indemnified Party by a third person, said Indemnified Party shall with reasonable promptness provide to the Indemnifying Party a written notice of any matter it believes is indemnifiable hereunder involving any claimclaim specifying in reasonable detail the specific nature of and specific basis of the Damages and the estimated amount of such Damages (“Claim Notice”). Notwithstanding the preceding sentence, action, suit, investigation, arbitration or other proceeding against failure of the Indemnified Party by any third party (each an "Action")to give notice hereunder shall not release the Indemnifying Party from its obligations under Section 5.2, the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related except to the Action and in extent the possession of the Indemnified PartyIndemnifying Party is actually prejudiced by such failure to give notice. The Indemnifying Party will shall have a period 30 days from the personal delivery or receipt of ten the Claim Notice (10the “Notice Period”) days after delivery to notify the Indemnified Party (a) whether or not it disputes the liability of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperatehereunder with respect to such Damages and (b) whether or not it desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Damages; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it deems necessary or appropriate to protect its interests or those of the Indemnifying Party (and of which it shall have given notice and opportunity to comment to the Indemnifying Party) and not prejudicial to the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Damages, the Indemnifying Party shall have the right to defend all appropriate proceedings, and with counsel of its own choosing, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If contesting any Damages that the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will contest. No claim may be free, settled or otherwise compromised without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedthe Indemnifying Party.

Claims. If Promptly after receipt by a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving claim or Notice of the commencement of any claim, action, suitadministrative, investigationor legal proceeding, arbitration or other proceeding against investigation as to which the Indemnified Party by any third party (each an "Action")indemnity provided for in this Article 16 may apply, the Indemnified Party will give shall notify the other Indemnifying Party (the "Indemnifying Party") prompt written notice in writing of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Partyfact. The Indemnifying Party will shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, provided, however, that if the defendants in any such action include both the Indemnified Party and the‌ Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a period of ten (10) days after delivery of liability insurer is willing to pay such notice to respondcosts. If the Indemnifying Party elects fails to defend assume the Action or does not respond within the requisite ten (10) day perioddefense of a claim meriting indemnification, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, may at the expense of the Indemnifying PartyParty contest, with settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party and its counsel in the defense and or, absent such consent, written opinion of the Indemnified Party will have the right to participate fully, at its own expenseParty’s counsel that such claim is meritorious or warrants settlement otherwise provided in this Article 16, in the defense of such Action. If event that a Party is obligated to indemnify and hold the Indemnifying other Party responds within and its successors and assigns harmless under this Article 16, the required ten (10) day period and elects not amount owing to defend such Action, the Indemnified Party will be free, without prejudice to any the amount of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with ’s damages net of any insurance proceeds received by the Indemnified Party and its counsel in following a reasonable effort by the defense against Indemnified Party to obtain such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedinsurance proceeds.

Claims. If a Party entitled to indemnification hereunder (the ------ "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party Party (each an "Action"), ; the Indemnified Party will shall give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will shall (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will shall have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will shall have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will shall be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such ActionAction at the Indemnifying Party's expense. In such case, the Indemnifying Party will shall cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will shall require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) business days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) business day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by using counsel reasonably satisfactory to the Indemnified Partyof its choosing. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) business day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent EXECUTION COPY of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to (a) Any party seeking indemnification hereunder (the "Indemnified PartyINDEMNIFIED PARTY") becomes aware shall promptly notify the party hereto obligated to provide indemnification hereunder (the "INDEMNIFYING PARTY") of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigationproceeding, arbitration demand or other breach (a "CLAIM") with respect to which the Indemnified Party claims indemnification hereunder, provided that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations under this ARTICLE 12 except to the extent, if at all, that such Indemnifying Party shall have been prejudiced thereby. If such Claim relates to any action, suit, proceeding or demand instituted against the Indemnified Party by any a third party (each an a "ActionTHIRD PARTY CLAIM"), upon receipt of such notice from the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right entitled to participate fully, at its own expense, in the defense of such Action. If Third Party Claim, and if and only if each of the following conditions is satisfied, the Indemnifying Party responds within may assume the required ten defense of such Third Party Claim, and in the case of such an assumption the Indemnifying Party shall have the authority to negotiate, compromise and settle such Third Party Claim: (10i) day period and elects not the Indemnifying Party confirms in writing that it is obligated hereunder to defend such Action, indemnify the Indemnified Party will be free, without prejudice with respect to any such Third Party Claim; and (ii) there is no conflict of interest which would make separate representation by the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Actionown counsel advisable. In such case, the Indemnifying Party will cooperate, at its own expense, with the The Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have shall retain the right to participate fully, at employ its own expense, counsel and to participate in the defense of any Third Party Claim, the defense of which has been assumed by the Indemnifying Party pursuant hereto, but the Indemnified Party shall bear and shall be solely responsible for its own costs and expenses in connection with such Actionparticipation. Any compromise or settlement of an Action will require The Indemnifying Party shall not, without the prior written consent of both Parties hereunderthe Indemnified Party, settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such consent not to be unreasonably withheld or delayedclaim.

Claims. (a) If a Seller Indemnified Party entitled to indemnification hereunder or a Buyer Indemnified Party (the in each case, an "Indemnified Party") becomes aware intends to seek indemnification pursuant to this Article VIII, such Indemnified Party shall promptly notify the party(ies) obligated to indemnify such Indemnified Party (each such party shall be referred to as an "Indemnifying Party" in such capacity), in writing, of any matter such claim describing such claim in reasonable detail, provided, that the failure to provide such notice shall not affect the obligations of the Indemnifying Party(ies) unless and only to the extent it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding actually prejudiced thereby. In the event that such claim involves a claim by a third party against the Indemnified Party by any third party which seeks Damages in an amount in respect of which indemnification pursuant to this Article VIII would be available, the Indemnifying Party shall have thirty (each an "Action")30) days after receipt of such notice to decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party will give shall cooperate with it in connection therewith, provided, that the other Indemnified Party (may participate in such settlement or defense through counsel chosen by it, and provided further, that the "Indemnifying Party") prompt written notice reasonable fees and expenses of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) counsel shall be accompanied borne by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will Party(ies) shall have a period the right to settle or compromise any action which it determines to undertake, conduct and control as aforesaid, provided, that it (they) first obtain the consent of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified PartyParty(ies). The Indemnified Party will cooperate, at shall have the expense right to settle any claim or action without the consent of the Indemnifying Party, with ; but shall not thereby waive any right to indemnity therefor pursuant to this Agreement; provided that as long as the Indemnifying Party and its counsel Party(ies) is contesting any such claim in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Actiongood faith, the Indemnified Party will be free, shall not pay or settle any such claim without prejudice to any the consent of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written (which consent of both Parties hereunder, such consent shall not to be unreasonably withheld or delayedwithheld).

Claims. If a Party entitled to indemnification hereunder In the event that any party (the "Indemnified PartyINDEMNIFIED PARTY") becomes aware of desires to make a claim against any matter it believes is indemnifiable hereunder involving other party (the "INDEMNIFYING PARTY," which term includes all such other parties, if more than one) in connection with any claimthird-party litigation, arbitration, action, suit, investigationproceeding, arbitration claim, or other proceeding demand at any time instituted against or made upon the Indemnified Party by any third party for which it may seek indemnification hereunder (each an a "ActionTHIRD-PARTY CLAIM"), the Indemnified Party will promptly notify the Indemnifying Party of such Third-Party Claim; provided, that failure to give such notice will not relieve the other Indemnifying Party (of its indemnification obligations under this section except to the "extent that the Indemnifying Party is actually prejudiced thereby. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party by written notice to the Indemnified Party given within 20 days following the Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession 's receipt of the Indemnified Party's notice, will be entitled to assume the defense of the Third-Party Claim, with authority to negotiate, compromise, and settle the Third-Party Claim. The Indemnifying Party will have a period not agree to any settlement of ten (10) days after delivery any Third-Party Claim that does not include an unconditional release of such notice all liability of each Indemnified Party with respect to respondthe Third-Party Claim. If An Indemnified Party shall not agree to settle any Third-Party Claim without the prior written consent of the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperateretain the right to employ its own counsel and to participate in the defense of any Third-Party Claim, at the expense defense of which has been assumed by the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, but the Indemnified Party will be freeresponsible for his or its own expenses in connection with such participation, without prejudice to any except that if the Indemnified Party reasonably determines that a conflict of interest make separate representation of the Indemnified Party's rights hereunderParty by separate counsel advisable, to compromise or defend (and control the defense of) such Action. In such case, then the Indemnifying Party will cooperate, at its own expense, with be responsible for the Indemnified Party and its counsel in the defense against reasonable cost of one such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedseparate counsel.

Claims. (a) If a Party entitled any legal proceedings are instituted or any claim or demand is asserted by any person prior to indemnification hereunder (the "Indemnified Party") becomes aware end of any matter it believes is indemnifiable hereunder involving any claimthe applicable Indemnification Period, action, suit, investigation, arbitration or other proceeding against the in respect of which an Indemnified Party by any third party (each an "Action")may seek indemnification from the Indemnifying Party pursuant to the provisions hereof, the Indemnified Party will give the other Party shall promptly cause written notice (the "Claim Notice") of the assertion of any such claim or demand to be made to the Indemnifying Party") prompt written notice ; provided, however, that any failure to give such Claim Notice will not be deemed a waiver of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession any rights of the Indemnified PartyParty except to the extent the rights of the Indemnifying Party are actually prejudiced thereby. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Actionshall, at its own expense, defend against, negotiate and by settle any such claim and shall retain counsel (who shall be reasonably satisfactory acceptable to the Indemnified Party. The ) and in such case the Indemnifying Party shall not be liable for the fees and expenses of counsel employed by the Indemnified Party will cooperateunless (x)‚ the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (y) the named parties of any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them; provided, however, that any Indemnified Party is hereby authorized, prior to the date on which it receives written notice from the Indemnifying Party designating counsel, to retain counsel, whose fees and expenses shall be at the expense of the Indemnifying PartyParty if indemnification is appropriate hereunder, with to file any motion, answer or other pleading and take such other action which it shall reasonably deem necessary to protect its interests or those of the Indemnifying Party and its counsel in until the defense and date on which the Indemnified Party will have receives such notice from the right Indemnifying Party. The parties agree to participate fullycooperate fully with each other in connection with the defense, at its own expensenegotiation and settlement of any such legal proceeding, in claim or demand; provided, however, that notwithstanding anything contained herein to the defense of such Action. If contrary, a claim or demand shall not be settled by the Indemnifying Party responds within if (i) such settlement might have a material adverse effect on the required ten business, operations or condition (10financial or otherwise) day period and elects not to defend such Action, of the Indemnified Party will be free, without prejudice or (ii) the Losses to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in are not fully covered by the defense against such Action and the indemnities provided herein. An Indemnifying Party will have the right shall be subrogated to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement all rights and remedies of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedIndemnified Party.

Claims. If a Party entitled With respect to each claim for indemnification hereunder (under this Agreement, the "Indemnified Party") becomes aware indemnified party shall give prompt notice to the indemnifying party of any matter it believes is indemnifiable hereunder involving any the claim, actionprovided that failure to give such notice promptly shall not relieve or limit the obligations of the indemnifying party unless the indemnifying party has been materially prejudiced thereby. The indemnifying party, suitat its sole cost and expense, investigationmay, arbitration or other proceeding against upon notice to the Indemnified Party by any third indemnified party within fifteen (each an "Action"), 15) calendar days after the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written indemnifying party receives notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadingsclaim, demands, and other papers related to the Action and participate in the possession defense of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respondclaim. If the Indemnifying Party elects to defend the Action or indemnifying party does not respond elect within the requisite ten (10) day period, the Indemnifying Party will be obligated such period to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel participate in the defense and of a claim, then the Indemnified Party will indemnified party shall have the right to participate fullyselect counsel and proceed which such defense, and the cost thereof shall be included in the Damages. Each party shall, in connection with the defense of any action, cooperate with one another in order to defend, pursue and/or negotiate the settlement or other resolution of such matter, in each case, at no cost to the requesting party. The indemnifying party shall not consent to a settlement of, or the entry of any judgment arising from, any claim, unless (i) the settlement or judgment is solely for money damages and the indemnifying party admits in writing its own expenseliability to hold the indemnified party harmless from and against any losses, damages, expenses and liabilities arising out of such settlement or judgment, or (ii) the indemnified party consents thereto, which consent shall not be unreasonably withheld. The indemnifying party shall provide the indemnified party with fifteen (15) calendar days notice prior to consenting to a settlement of, or the entry of a judgment arising from, any claim. If the indemnifying party does not participate in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, claim in accordance with the Indemnified Party and its counsel in terms of this Agreement, then the defense against such Action and indemnifying party shall be bound by the Indemnifying Party will have results obtained by the right indemnified party with respect to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedclaim.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified ------ Party") " becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party xxxxx (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") " prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party Xxxxx will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right eight to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Actionaction, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to to. participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If (a) In case any claim shall be made or any action shall be brought with respect to a Party matter referred to in Section 12.1 hereof, the party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable shall promptly notify the party liable therefor hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying PartyPart") prompt written notice in writing, setting forth the particulars of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Partyclaim or action. The Indemnifying Party will shall have a period of ten (10) days after delivery the right to elect to assume the defense of such notice claim or action, including, without limitation, employing counsel selected by it; provided, however, that the Indemnified Party shall be entitled to respond. If the Indemnifying Party elects to defend the Action participate in any such claim or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at action with counsel of its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, choice at the expense of the Indemnifying Party if, in the good faith judgment of the Indemnified Party's counsel, with representation by the Indemnifying Party and its Party's counsel in the defense and may present a conflict of interest or there may be defenses available to the Indemnified Party will have which were different from or in addition to those available to the right to participate fully, at its own expense, in the defense of such ActionIndemnifying Party. If the Indemnifying Party responds shall not have elected to assume the defense of a claim or action within the required ten (10) day period and elects not to defend a reasonable time after receiving notice of commencement of any such Actionclaim or action, then the Indemnified Party will be free, without prejudice may take actions separately in its own defense and employ counsel reasonably satisfactory to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at in its own expensedefense and all legal and other expenses, with including, without limitation, the reasonable fees and expenses of such counsel, incurred by the Indemnified Party and its counsel in the such defense against such Action and shall be borne by the Indemnifying Party. The Indemnifying Party will have the right to participate fullyshall not, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require without the prior written consent of both Parties hereunderthe Indemnified Party, such consent not to be unreasonably withheld withheld, settle or delayedcompromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The Indemnified Party shall not settle or compromise any claim the defense of which has been assumed by the Indemnifying Party.

Claims. If a Party entitled In the event that JAG, the JAG Stockholders or Company (hereinafter collectively referred to indemnification hereunder (as the "Indemnified Party") becomes aware of any matter shall reasonably believe that it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party has a claim for Damages (each an "ActionClaim"), the Indemnified Party will it shall give the other Party prompt notice in accordance herewith to Kaufxxx (the xxe "Indemnifying Party") prompt written notice of the nature and extent of such ActionClaim and the Damages incurred by it. Such If the Damages are liquidated in amount, the notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demandsshall so state, and other papers related to such amount shall be deemed the Action and in the possession amount of such Claim of the Indemnified Party against the Indemnifying Party. The If the amount is not liquidated, the notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party will have a period of ten (10) days after delivery but no payment or satisfaction shall be made on account thereof until the amount of such notice to respondclaim is liquidated. If the Indemnifying Party elects to defend shall not, within thirty (30) days after the Action or does not respond within giving of such notice by the requisite ten (10) day periodIndemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party will disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any such Claim shall be obligated to defend the Actionpaid or satisfied as follows: (i) if said Claim is liquidated, at its own expense, and by counsel reasonably satisfactory then payment of such Claim to the Indemnified Party. The Indemnified Party will cooperate, shall be made by the Indemnifying Party at the expense end of such period; or (ii) if the amount of such Claim is unliquidated at the time notice is originally given to the Indemnifying Party, with the Indemnified Party shall give a second notice to the Indemnifying Party and its counsel when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (as opposed to the defense and Claim itself, as to which the right to dispute had expired) within twenty (20) days after the giving of said second notice, payment of such Claim to the Indemnified Party will have shall be made by the right to participate fully, at its own expense, in the defense of such ActionIndemnifying Party. If the Indemnifying Party responds within the required ten (10) day period and elects shall not have made payment to defend such Action, the Indemnified Party will be freeof any Claim when said payment is due, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with then the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fully, at its own expense, in take any and all actions required to collect from the defense Indemnifying Party the amount of such ActionClaim. Any portion of the amount of Damages asserted by the Indemnified Party in connection with a Claim shall, if not objected to by the Indemnifying Party in accordance with the procedures established herein, be considered to be subject to satisfaction without further objection, as may be appropriate. If the Indemnifying Party shall notify the Indemnified Party that he disputes any Claim or the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any settlement or compromise or settlement of an Action will require the prior written consent of both Parties hereunderon submission to arbitration, such consent not to claim shall be unreasonably withheld settled by appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or delayedlitigation, or incurred as a result thereof, shall be paid and satisfied as provided herein.

Claims. If a Party entitled to indemnification hereunder In the event that any party hereto (the "Indemnified Party") becomes aware of desires to make a claim against another party hereto (the "Indemnifying Party," which term includes all indemnifying parties if more than one) in connection with any matter it believes is indemnifiable hereunder involving any claimthird-party litigation, arbitration, action, suit, investigationproceeding, arbitration claim, or other proceeding demand at any time instituted against the Indemnified or made upon it for which it may seek indemnification hereunder (a "Third-Party by any third party (each an "ActionClaim"), the Indemnified Party will give promptly notify the other Indemnifying Party (the "Indemnifying Party") prompt written notice of such Action. Such Third-Party Claim and of its claims of indemnification with respect thereto, provided, that failure to give such notice will (i) provide not relieve the basis on which Indemnifying Party of its indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related obligations under this section except to the Action and in extent, if any, that the possession Indemnifying Party has actually been prejudiced thereby. Upon receipt of such notice from the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated entitled to defend assume the Actiondefense of such Third-Party Claim, at its own expensewith authority to negotiate, compromise, and by counsel reasonably satisfactory settle such Third-Party Claim, provided, that the Indemnifying Party will not agree to the any settlement of such Third-Party Claim that does not include an unconditional release of all liability of each Indemnified PartyParty with respect to such Third-Party Claim. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have retain the right to participate fully, at employ its own expense, counsel and to participate in the defense of such Action. If any Third-Party Claim, the defense of which has been assumed by an Indemnifying Party responds within the required ten (10) day period and elects not to defend such Actionpursuant hereto, but the Indemnified Party will be freeresponsible for its own expenses in connection with such participation, without prejudice to any except that if the Indemnified Party reasonably determines that an irreconcilable conflict of interest make separate representation of the Indemnified Party's rights hereunderby separate counsel advisable, to compromise or defend (and control the defense of) such Action. In such case, then the Indemnifying Party will cooperate, at its own expense, with be responsible for the Indemnified Party and its counsel in the defense against reasonable cost of one such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedseparate counsel.

Claims. If a Party entitled to Any claim for indemnification hereunder by an Indemnitee under this Section 10 shall be asserted against the indemnifying party by giving the indemnifying party reasonably prompt written notice thereof, but in any event not later than thirty (the "Indemnified Party"30) days after Indemnitee becomes aware of any matter it believes is indemnifiable hereunder involving any the claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will . The failure to give the other Party (the "Indemnifying Party") such prompt written notice shall not, however, relieve the indemnifying party of its indemnification obligations, except and only to the extent that the indemnifying party forfeits rights or defenses by reason of such Actionfailure. Such notice will (i) provide by Indemnitee shall describe the basis on which indemnification is being asserted and (ii) be accompanied by claim in reasonable detail, shall include copies of all relevant pleadingsmaterial written evidence thereof and shall indicate the estimated amount, demandsif reasonably practicable, and other papers related to the Action and in the possession of the Indemnified PartyDamages that have been or may be sustained by the indemnified party. The Indemnifying Party will indemnifying party shall have a period of ten thirty (1030) days after delivery its receipt of such notice to respondrespond in writing to such claim. The Indemnitee shall allow the indemnifying party and its professional advisors to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any amount is payable in respect of the claim and the Indemnitee shall assist the indemnifying party’s investigation by giving such information and assistance (including access to the indemnified party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the indemnifying party or any of its professional advisors may reasonably request. If the Indemnifying Party elects to defend the Action or indemnifying party does not so respond within the requisite ten such thirty (1030) day period, the Indemnifying Party will indemnifying party shall be obligated deemed to defend have rejected such claim, in which case the Action, at its own expense, and by counsel reasonably satisfactory Indemnitee shall be free to pursue such remedies as may be available to the Indemnified Party. The Indemnified Party will cooperate, at Indemnitee on the expense terms and subject to the provisions of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedthis Agreement.

Claims. (a) If a Party entitled to indemnification hereunder an indemnified party (the an "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claimintends to seek indemnification pursuant to this Article VI, action, suit, investigation, arbitration or other proceeding against the such Indemnified Party by any third shall promptly notify the indemnifying party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice ), in writing, of such Actionclaim describing such claim in reasonable detail, provided, that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless and only to the extent it is actually prejudiced thereby, subject, however, to the time periods specified in Section 6.1 hereof. Such In the event that such claim involves a claim by a third party against an Indemnified Party, the Indemnifying Party shall have 30 days after receipt of such notice to decide whether it will (i) provide undertake, conduct and control, through counsel of its own choosing and at its own expense, the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demandssettlement or defense thereof, and other papers related to if it so decides, the Action Indemnified Party shall cooperate with it in connection therewith, provided, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it, and in provided further, that the possession reasonable fees and expenses of such counsel shall be borne by the Indemnified Party. The Indemnifying Party will have a period shall not, without the written consent of ten the Indemnified Party (10) days after delivery of such notice to respondwhich consent shall not be unreasonably withheld), settle or compromise any action. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and notify the Indemnified Party will within 30 days after the receipt of notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to participate fullycontest, at its own expense, in settle or compromise the defense claim but shall not pay or settle any such claim without the consent of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects which consent shall not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedwithheld).

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party Execution Copy and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified ----------- Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If No party hereto will be liable for any claim for indemnification under this Article VII unless written notice of a Party entitled to Claim for indemnification hereunder is promptly delivered by the party seeking indemnification (the "“Indemnified Party"Person”) becomes aware to the party from whom indemnification is sought (the “Indemnifying Person”) prior to the expiration of the applicable survival period, if any, set forth in Section 7.1 (and in any event, within 10 days after receiving notification of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against claim by a third party which may give rise to a claim for indemnification (a “Third Party Claim”)); provided that no delay on the part of the Indemnified Party by any third party (each an "Action"), in notifying the Indemnified Indemnifying Party will give relieve the other indemnifying Party (from any obligation hereunder except to the "extent that the Indemnifying Party") prompt written notice of such ActionParty is prejudiced thereby. Such notice All notices given pursuant to this Section 7.4 will (i) provide describe with reasonable specificity the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party’s claim for indemnification. The Indemnifying Upon receipt of notice of a Third Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day periodClaim, the Indemnifying Party will be obligated entitled to defend participate therein and, to the Actionextent desired, to assume the defense thereof with counsel of its choice. However, the Indemnified Party may continue to participate in (but not control) such defense at its own cost and expense, which costs and by counsel reasonably satisfactory expenses shall not be subject to the Indemnified Partyindemnification provisions in this Article VII. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with unless the Indemnifying Party and its counsel in does not actually assume the defense and thereof following notice of such election. If the Indemnifying Party does not assume the defense of such Third Party Claim, the Indemnified Party will have the right to participate fully, at its own expense, in undertake the defense of such Action. If Third Party Claim, by counsel or other representatives of its own choosing (subject to the right of the Indemnifying Party responds within to assume the required ten (10) day period and elects defense of or opposition to such Third Party Claim at any time prior to settlement, compromise or final determination thereof). Whether or not the Indemnifying Person chooses to defend or prosecute any such Actionclaim, the Indemnified Party will be freesuit, without prejudice to any action or proceeding, all of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel parties hereto shall cooperate in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedprosecution thereof.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware Promptly after receipt by an indemnified party under this Section 8 of any matter it believes is indemnifiable hereunder involving notice of any claim, threatened claim or the commencement of any action, suitthe indemnified party shall, investigationif a claim in respect thereof is to be made against an indemnifying party under this Section 8, arbitration notify the indemnifying party in writing of the claim, threatened claim or other proceeding the commencement of that action; provided, however, that the failure to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have to an indemnified party otherwise than under this Section 8. If any such claim or action shall be brought against an indemnified party, and it shall notify the Indemnified Party by any third indemnifying party (each an "Action")thereof, the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) indemnifying party shall be accompanied by copies of all relevant pleadingsentitled to participate therein, demandsand, and other papers related to the Action and in extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day perioddefense thereof with its counsel, the Indemnifying Party will who shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Partyindemnified party. The Indemnified Party will cooperateAfter notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim, at threatened claim or action, the expense of indemnifying party shall not be liable to the Indemnifying Party, indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the Indemnifying Party and its counsel in the defense and the Indemnified Party will thereof other than reasonable costs of investigation; provided, however, that you shall have the right to participate fullyemploy counsel to represent you and your controlling persons and the other Representative and their respective controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Representative against the Anything herein to the contrary notwithstanding, at its own expensethe indemnity agreement of the Company in Subsection 8(a) hereof, the representations and warranties in this Agreement and any representation or warranty as to the accuracy of the Registration Statement or the Prospectus contained in any certificate furnished by the Company pursuant to Section 7 hereof, insofar as they may constitute a basis for indemnification for liabilities (other than payment by the Company of expenses incurred or paid in the successful defense of any action, suit or proceeding) arising under the Securities Act, shall not extend to the extent of any interest therein of a controlling person or partner of the Representative who is a director, officer or controlling person of the Company when the Registration Statement has become effective, except in each case to the extent that an interest of such Actionperson shall have been determined by a court of appropriate jurisdiction as not against public policy as expressed in the Securities Act. If Unless in the Indemnifying Party responds within opinion of counsel for the required ten (10) day period and elects not to defend such ActionCompany the matter has been settled by a controlling precedent, the Indemnified Party Company will, if a claim for such indemnification is asserted, submit to a court of appropriate jurisdiction the question whether such interest is against public policy as expressed in the Securities Act and will be free, without prejudice to any of governed by the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense final adjudication of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedissue.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified PartyParty which satisfaction shall not be unreasonably withheld. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified PartyINDEMNIFIED PARTY") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "ActionACTION"), the Indemnified Party will give the other Party (the "Indemnifying PartyINDEMNIFYING PARTY") prompt written notice of such Action; provided that the failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except and only to the extent (i) that the delay results in the inability to assert a defense and (ii) of the increase in the Indemnifying Party's liability resulting solely from the inability to assert a defense. Such notice will (ia) provide the basis on which indemnification is being asserted and (iib) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) calendar days after delivery receipt of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) calendar day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) calendar day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If In case any Claim is brought by a Party entitled third party for which a party (the "Indemnifying Party") is required to indemnification hereunder indemnify the other party (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action")pursuant to this Section 8, the Indemnified Party will give the other Party (the "Indemnifying Party") shall provide prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related thereof to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend (provided, however, that any failure or delay in notice shall not excuse the Action or does not respond within the requisite ten (10Indemnified Party of its obligations hereunder) day periodof such Claim, and the Indemnifying Party will be obligated to defend shall assume the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Partydefense of such Claim. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, parties shall cooperate reasonably with the Indemnifying Party and its counsel each other in the defense of any Claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to the defense of such Claim, and the Indemnified Party will shall have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any Claim with counsel of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, its own choosing at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the . The Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or shall not enter into any settlement of an Action will require any Claim without the prior written consent of both Parties hereunder, the Indemnified Party (such consent not to be unreasonably withheld withheld) if Indemnified Party's rights would be directly and materially impaired thereby. Without limiting the foregoing, in the event of any Claim or delayedthreatened Claim of infringement involving a portion of any Services, Software or Synacor Sourced Content or the Client Materials, the Indemnifying Party may (at such party's option): (i) procure the right or license for the Indemnified Party to continue to use and otherwise exploit in accordance with the terms hereof such portion of the Services, Software or Synacor Sourced Content or the Client Materials, as the case may be, on commercially reasonable license terms; or (ii) modify or alter (to the extent that the Indemnifying Party has rights to so modify or alter), or delete any such portion of the Software and/or Services or Client Materials, as the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such parts of the Services, Software or Synacor Sourced Content or the Client Materials, as the case may be, that are material to the Indemnified Party's then-current or demonstrably anticipated use hereunder. If options (i) and (ii) are not available on commercially reasonable terms, either party may terminate this Agreement or the rights and licenses granted hereunder, and if it is the Synacor Software or Services that are infringing, Synacor will provide reasonable assistance to Client to remove and replace the infringing item.

Claims. If Promptly after an Indemnified Party has received notice of or has knowledge of any claim (a Party entitled to indemnification hereunder (the "Indemnified PartyClaim") becomes aware by a person not a party to this Agreement (a "Third Person") or the commencement of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration action or other proceeding against the Indemnified Party by any third party (each an "Action")a Third Person, the Indemnified Party will shall, as a condition precedent to a Claim with respect thereto for indemnification under this Article XIII, give the other Indemnifying Party (or with respect to notice to any Stockholder, to the "Indemnifying Party"Stockholders' Representative) prompt reasonably detailed written notice of such Action. Such Claim or the commencement of such action or proceeding; provided, however, that the failure to give such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of not affect the Indemnified Party. The 's right to indemnification hereunder with respect to such Claim except to the extent that the Indemnifying Party will have has been actually prejudiced as a period of ten (10) days after delivery result of such notice to respondfailure. If the Indemnifying Party elects notifies the Indemnified Party within thirty (30) days from the receipt of the foregoing notice that he or it wishes to defend against the Action or does not respond within claim by the requisite ten (10) day periodThird Person, the Indemnifying Party will be obligated shall have the right to defend assume and control the Action, at its own expense, and defense of the claim by appropriate proceedings with counsel reasonably satisfactory acceptable to the Indemnified PartyParty for such defense. The Indemnified Party will cooperatemay participate in the defense, at the expense its sole expense, of the Indemnifying Party, with any such Claim for which the Indemnifying Party and its shall have assumed the defense pursuant to the preceding sentence, provided that counsel for the Indemnifying Party shall act as lead counsel in all matters pertaining to the defense and or settlement of such claims, suits or proceedings. Neither the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If nor the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice shall make any settlement with respect to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require Claim without the prior written consent of both Parties hereunderthe other, such which consent shall not to be unreasonably withheld or delayed.

Claims. If As a condition to liability of Other Party entitled to indemnification hereunder hereunder, the claiming party (the "Indemnified Claiming Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or shall notify the other proceeding against the Indemnified Party by any third party (each an "ActionOther Party"), the Indemnified Party will give the other Party in writing, of any claim (the "Indemnifying PartyClaim") prompt written covered by this Assignment within a reasonable time after the assertion thereof by a third party against Other Party. In the event of such a notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied a Claim by copies of all relevant pleadingsClaiming Party to Other Party, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Other Party will shall have a period of ten (10) days after delivery of such notice receipt thereof in which to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in undertake the defense of such Actionthe Claim on behalf of itself and Claiming Party. If the Indemnifying Other Party responds within the required ten (10) day period and elects not so undertakes to defend said Claim on behalf of itself and Claiming Party, it shall retain and pay counsel to conduct such Action, defense. Such counsel shall be subject to the Indemnified Party will be free, without prejudice to any approval of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Claiming Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent which approval shall not to be unreasonably withheld or delayed. Claiming Party may employ its own counsel to work with Other Party as counsel in connection with the defense of said Claim, but Claiming Party shall pay all fees and disbursements of said counsel. Other Party may settle the Claim, without the consent of Claiming Party, to the extent the settlement does not bind Claiming Party or impose any obligation on Claiming Party. If Claiming Party would have any liability for the payment and/or performance of any settlement, Claiming Party's written consent thereto must be obtained by Other Party in order for said settlement to be binding upon Claiming Party. If Other Party refuses or fails to so undertake to defend the Claim, Claiming Party may defend the same on its own behalf, may retain and pay counsel to conduct such defense and may settle the Claim, without the consent of Other Party. Other Party shall then reimburse Claiming Party (a) for all reasonable costs, including court costs and reasonable attorneys' fees, incurred by Claiming Party in connection with said defense and/or any such settlement, (b) for all sums paid by Claiming Party in accordance with any such settlement, and (c) for all sums paid pursuant to any judgment entered against Claiming Party in connection therewith.

Claims. If a Each indemnified Party entitled agrees to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other indemnifying Party (the "Indemnifying Party") prompt written notice of any matter upon which such Action. Such notice will indemnified Party intends to base a claim for indemnification (ian “Indemnity Claim”) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Partyunder this Article 19. The Indemnifying indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will shall have the right to participate fullyjointly with the indemnified Party in the indemnified Party’s defense, at its own expensesettlement or other disposition of any Indemnity Claim. With respect to any Indemnity Claim relating solely to the payment of money damages and which could not result in the indemnified Party’s becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of the indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the indemnified Party hereunder, the indemnifying Party shall have the sole right to defend, settle or otherwise dispose of such Indemnity Claim, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate; provided that the defense indemnifying Party shall provide reasonable evidence of such Action. If the Indemnifying Party responds within the required ten (10) day period its ability to pay any damages claimed and elects not to defend such Action, the Indemnified Party will be free, without prejudice with respect to any such settlement shall obtain the written release of the Indemnified Party's rights hereunder, to compromise or defend (and control indemnified Party from the defense of) such ActionIndemnity Claim. In such case, The indemnifying Party shall obtain the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunderthe indemnified Party prior to ceasing to defend, such consent not settling or otherwise disposing of any Indemnity Claim if as a result thereof the indemnified Party would become subject to injunctive or other equitable relief or the business of the indemnified Party would be unreasonably withheld or delayedadversely affected in any manner.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") " becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party xxxxx (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") " prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party Xxxxx will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right eight to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Actionaction, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to to. participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware Promptly after receipt by an indemnified party under this Section 8 of any matter it believes is indemnifiable hereunder involving notice of any claim, threatened claim or the commencement of any action, suitthe indemnified party shall, investigationif a claim in respect thereof is to be made against an indemnifying party under this Section 8, arbitration notify the indemnifying party in writing of the claim, threatened claim or other proceeding the commencement of that action; provided, however, that the failure to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have to an indemnified party otherwise than under this Section 8. If any such claim or action shall be brought against an indemnified party, and it shall notify the Indemnified Party by any third indemnifying party (each an "Action")thereof, the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) indemnifying party shall be accompanied by copies of all relevant pleadingsentitled to participate therein, demandsand, and other papers related to the Action and in extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day perioddefense thereof with its counsel, the Indemnifying Party will who shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Partyindemnified party. The Indemnified Party will cooperateAfter notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim, at threatened claim or action, the expense of indemnifying party shall not be liable to the Indemnifying Party, indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the Indemnifying Party and its counsel in defense thereof other than reasonable costs of investigation; provided, however, that the defense and the Indemnified Party will Representative shall have the right to participate fully, at employ counsel to represent it and its own expensecontrolling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Representative against the Company and/or the Selling Stockholder under this Section 8 if, in the Representative's reasonable judgment, it is necessary for the Representative and its controlling persons to be represented by separate counsel in order to avoid an actual or potential conflict of interest or if the Representative shall have reasonably concluded that there may be defenses available to the Representative and its controlling persons different from or in addition to those available to the Company or the Selling Stockholder, and in either such event the reasonable fees and expenses of such separate counsel shall be paid by the Company and the Selling Stockholder. An indemnifying party shall not be liable for any settlement of any action or claims effected without its written consent (which consent shall not unreasonably be withheld). Anything herein to the contrary notwithstanding, the indemnity agreement of the Company in Subsection 8(a) hereof, the representations and warranties in this Agreement and any representation or warranty as to the accuracy of the Registration Statement or the Prospectus contained in any certificate furnished by the Company pursuant to Section 7 hereof, insofar as they may constitute a basis for indemnification for liabilities (other than payment by the Company of expenses incurred or paid in the successful defense of any action, suit or proceeding) arising under the Securities Act, shall not extend to the extent of any interest therein of a controlling person or partner of the Representative who is a director, officer or controlling person of the Company when the Registration Statement has become effective, except in each case to the extent that an interest of such Actionperson shall have been determined by a court of appropriate jurisdiction as not against public policy as expressed in the Securities Act. If Unless in the Indemnifying Party responds within opinion of counsel for the required ten (10) day period and elects not to defend such ActionCompany the matter has been settled by a controlling precedent, the Indemnified Party Company will, if a claim for such indemnification is asserted, submit to a court of appropriate jurisdiction the question whether such interest is against public policy as expressed in the Securities Act and will be free, without prejudice to any of governed by the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense final adjudication of such Actionissue. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.(e)

Claims. If In the event that a Purchaser Indemnified Party entitled seeks to exercise its rights to obtain indemnification hereunder (for Losses pursuant to the "Indemnified Party") becomes aware terms of any matter this Article VI, such indemnified party shall deliver to the indemnifying person a certificate signed by an officer of such indemnified party certifying that such indemnified party has incurred, paid, sustained, reserved, or accrued, or reasonably anticipates that it believes is indemnifiable hereunder involving any claimmay incur, actionpay, suitsustain, investigationreserve or accrue, arbitration Losses and specifying in reasonable detail the nature of the breach or other proceeding against claim and the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice amount of such Action. Such notice will (i) provide the basis on Losses for which indemnification is being asserted and sought (ii) be accompanied by copies each such certificate, a “Claim Notice”). Each Claim Notice shall also include wire instructions for the delivery of all relevant pleadings, demands, and other papers related funds to the Action and indemnified person or its designee. In the event the claim or claims set forth in a Claim Notice is (A) not contested by the possession indemnifying person as of the Indemnified Party. The Indemnifying Party will have a period close of ten business on the twentieth (1020th) days after day following delivery of such notice Claim Notice, or (B) agreed to respond. If in writing by the Indemnifying Party elects to defend indemnifying person in advance of the Action or does not respond within the requisite ten expiration of such twenty (10) day 20)-day period, the Indemnifying Party will indemnifying person shall be obligated deemed to defend the Action, at its own expense, have accepted and by counsel reasonably satisfactory agreed to the Indemnified Partyclaims set forth in such Claim Notice and precluded from raising any objection thereafter and such claim shall be deemed final, binding and conclusive for all purposes. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will indemnifying person shall have the right to participate fully, at its own expense, object to one or more of the claims set forth in any Claim Notice delivered by the defense indemnified party to the indemnifying person by serving written notice thereof within twenty (20) days following the delivery of such ActionClaim Notice, which notice shall specify in reasonable detail the basis for such objection. If In the Indemnifying Party responds within event that the required ten indemnifying person shall so object in writing to any claim or claims by an indemnified party in any Claim Notice, the indemnified party shall have fifteen (15) days after receipt to such objection by the indemnifying person to respond thereto in a written statement, failing which the indemnified parties shall be deemed to have accepted the objections raised by the indemnifying person and such claim shall be deemed to be final, binding and conclusive for all purposes. As promptly as practicable, and in any event no later than Ten (10) day period Business Days, following the date on which a claim becomes final and elects not binding pursuant to defend such Actionthis Section 6.2, the Indemnified Party will be free, without prejudice to any of indemnifying person shall pay the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense full amount of such Action. Any compromise or settlement claim by wire transfer of an Action will require immediately available funds to the prior written consent account designated by the indemnified party, subject to the limitations of both Parties hereunder, such consent not to be unreasonably withheld or delayedthis Article VI.

Claims. If In case any Claim is brought by a third party for which a Party entitled to indemnification hereunder (the "Indemnified “Indemnifying Party"”) becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give required to indemnify the other Party (the "Indemnifying “Indemnified Party"”) pursuant to this Section 8, the Indemnified Party shall provide prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related thereof to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend (provided, however, that any failure or delay in notice shall not excuse the Action or does not respond within the requisite ten (10Indemnified Party of its obligations hereunder) day periodof such Claim, and the Indemnifying Party will be obligated to defend shall assume the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Partydefense of such Claim. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, Parties shall cooperate reasonably with the Indemnifying Party and its counsel each other in the defense of any Claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to the defense of such Claim, and the Indemnified Party will shall have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any Claim with counsel of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, its own choosing at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the . The Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or shall not enter into any settlement of an Action will require any Claim without the prior written consent of both Parties hereunder, the Indemnified Party (such consent not to be unreasonably withheld withheld) if Indemnified Party’s rights would be directly and materially impaired thereby, of if such settlement results in any admission of liability or delayedwrongdoing. Without limiting the foregoing, in the event of any Claim or threatened Claim of infringement involving a portion of any Software and/or Services provided by Synacor, Synacor may (at Synacor’s option) (i) procure the right or license for Client to continue to use and otherwise exploit in accordance with the terms hereof such portion of the Software and/or Services on commercially reasonable license terms; or (ii) modify or alter (to the extent that Synacor has rights to so modify or alter), or delete any such portion of the Software and/or Services, as the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such parts of the Software and/or Services that are material to Client’s then-current or demonstrably anticipated use hereunder. If options (i) and (ii) are not commercially reasonable, either Synacor or Verizon may terminate this Agreement or the rights and licenses granted hereunder.

Claims. If a Party entitled to indemnification hereunder (Promptly after receipt by an indemnified party under this Section 6(c) of notice of the "Indemnified Party") becomes aware commencement of any matter it believes is indemnifiable hereunder involving action or the initiation of any claimproceeding (including, actionwithout limitation, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"arbitration), the Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 6(c), notify the indemnifying party in writing of the commencement thereof; but the failure to notify the indemnifying party will give not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 6(c). In case any such action is brought against any indemnified party and such indemnified party notifies any indemnifying party of the other Party (commencement thereof, the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) indemnifying party shall be accompanied by copies of all relevant pleadingsentitled to participate therein and, demands, and other papers related to the Action and in extent that it may wish, jointly with any other indemnifying party similarly notified, assume the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will defense thereof with counsel who shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to such indemnified party and, after notice from the Indemnified Partyindemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 6(c) for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party will cooperateIn any such action, any indemnified party shall have the right to retain his own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the Indemnifying Party, with the Indemnifying Party and its counsel in the defense indemnifying party and the Indemnified Party will indemnified party shall have mutually agreed to the right to participate fully, at its own expense, in the defense retention of such Actioncounsel, or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. If The indemnifying party shall not be liable for any settlement of any proceeding or claim effected without its written consent, but if settled with such consent or if there is a final judgment for the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Actionplaintiff, the Indemnified Party will be freeindemnifying party agrees to indemnify the indemnified party for, without prejudice to from and against any of the Indemnified Party's rights hereunder, to compromise loss or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense liability by reason of such Action. Any compromise settlement or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedjudgment.

Claims. If Except as otherwise provided herein, when a Party entitled to party seeking indemnification hereunder under Sections 7.1 or 7.2 (the "Indemnified Party") becomes aware receives notice of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party claim made by any a third party (each an a "ActionThird Party Claim")) which is to be the basis for a claim for indemnification hereunder, the Indemnified Party will shall give prompt written notice thereof to the other Party party from which indemnification is sought (the "Indemnifying Party") prompt written notice reasonably indicating (to the extent known) the nature of such Action. Such notice will (i) provide claim and the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of thereof. Upon notice from the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will may, but shall not be obligated to defend required to, assume the Actiondefense of any such Third Party Claim, at including its own expensecompromise or settlement, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party shall pay all reasonable costs and its counsel expenses thereof and shall be fully responsible for the outcome thereof; provided, however, that in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with shall have no obligation to pay any further costs and expenses of legal counsel of the Indemnified Party and its counsel in the defense against connection with such Action and defense. No compromise or settlement in respect of any Third Party Claim may be effected by the Indemnifying Party will have without the right Indemnified Party's prior written consent (which consent which shall not be unreasonably withheld), unless the sole relief is monetary damages that are paid in full by the Indemnifying Party. The Indemnifying Party shall give notice to participate fully, at the Indemnified Party as to its own expense, in intention to assume the defense of any such ActionThird Party Claim within thirty business days after the date of receipt of the Indemnified Party's notice in respect of such Third Party Claim. Any If an Indemnified Party does not, within thirty business days after the Indemnified Party's notice is given, give notice to the Indemnified Party of its assumption of the defense of the Third Party Claim, the Indemnifying Party shall be deemed to have waived its rights to control the defense thereof. If the Indemnified Party assumes the defense of any Third Party Claim because of the failure of the Indemnifying Party to do so in accordance with this Section 7.4, the Indemnifying Party shall pay all reasonable costs and expenses of such defense. The Indemnifying Party shall have no liability with respect to any compromise or settlement of an Action will require the thereof effected without its prior written consent of both Parties hereunder, such (which consent shall not to be unreasonably withheld or delayedwithheld).

Claims. If 12.3.1 When a party seeking indemnification, as the case may be, under Section 12.1 or Section 12.2 (the “Indemnified Party”) receives notice of any claims made by a Third Party entitled (individually, a “Third Party Claim” and collectively, “Third Party Claims”) or has any other claim for indemnification other than a Third Party Claim, which is to be the basis for a claim for indemnification hereunder, the Indemnified Party shall give prompt written notice thereof to the party obligated to provide such indemnification hereunder (the "Indemnified “Indemnifying Party"”) becomes aware reasonably indicating (to the extent known) the nature of any matter it believes is indemnifiable hereunder involving any claimsuch claims, actionan estimate of the maximum amount of such claims and the basis thereof; provided, suithowever, investigation, arbitration or other proceeding against that failure of the Indemnified Party by to give the Indemnifying Party prompt notice as provided herein shall not relieve the Indemnifying Party of any third party (each an "Action"), of its obligations hereunder unless and only to the extent that the Indemnifying Party shall have been prejudiced thereby. Upon notice from the Indemnified Party will give the other with respect to a Third Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day periodClaim, the Indemnifying Party will may, but shall not be obligated to defend required to, assume the Action, at its own expense, and by defense of any such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Partyincluding its compromise or settlement, with and the Indemnifying Party shall pay all reasonable costs and its counsel expenses thereof and shall be fully responsible for the outcome thereof; provided, however, that in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with shall have no obligation to pay any further costs or expenses of legal counsel of the Indemnified Party thereafter incurred in connection with such defense other than reasonable costs of investigation; and its counsel in provided, further, that the defense against such Action and the Indemnifying Indemnified Party will shall have the right to participate fullyin the negotiation, settlement or defense of such Third Party Claim with separate counsel at the Indemnified Party’s expense. No compromise or settlement in respect of any Third Party Claims may be effected by the Indemnifying Party without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld), unless the sole relief is monetary damages that are paid in full by the Indemnifying Party. The Indemnifying Party shall give notice to the Indemnified Party as to its own expense, in intention to assume the defense of any such ActionThird Party Claim within thirty (30) days after the date of receipt of the Indemnified Party's notice in respect of such Third Party Claim. Any If the Indemnifying Party does not, within thirty (30) days after the Indemnified Party's notice is given, give notice to the Indemnified Party of its assumption of the defense of the Third Party Claim, the Indemnifying Party shall be deemed to have waived its rights to control the defense thereof. If the Indemnified Party assumes the defense of any Third Party Claim because of the failure of the Indemnifying Party to do so in accordance with this Section 12.3, the Indemnified Party may do so in such reasonable manner as it may deem appropriate, and the Indemnifying Party shall pay all reasonable costs and expenses of such defense. The Indemnifying Party shall have no Liability with respect to any compromise or settlement of an Action will require the thereof effected without its prior written consent of both Parties hereunder, such (which consent shall not to be unreasonably withheld withheld), unless the sole relief granted was equitable relief for which it would have no Liability or delayedto which it would not be subject. CONFIDENTIAL TREATMENT REQUESTED Portions of this exhibit indicated by “[***]” have been omitted, and such omitted portions have been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Claims. If a Party entitled The provisions of this Section 7.04 shall be subject to indemnification hereunder (the "Indemnified Party") becomes Section 7.05. As soon as is reasonably practicable after becoming aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action")a claim for indemnification under this Agreement, the Indemnified Party will shall promptly give the other Party (the "Indemnifying Party") prompt written notice a Claim Notice of such Action. Such notice will claim in accordance with the provisions hereof (iand, if applicable, of the Escrow Agreement) provide and of any known claimed amount and, if applicable, any estimated claimed amount; provided that the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession failure of the Indemnified Party. The Party to give notice shall not relieve the Indemnifying Party will of its obligations under Article 7 except to the extent (if any) that the Indemnifying Party shall have a period of ten (10) days after delivery of such notice to respondbeen prejudiced thereby. If the Indemnifying Party elects to defend the Action or does not respond object in writing to such indemnification claim within 30 days of receiving notice thereof, the requisite ten (10) day period, Indemnified Party shall be entitled to recover promptly from the Indemnifying Party will (and, if a Purchaser Indemnified Party is the Indemnified Party and the Escrow Fund continues to be obligated held by the Escrow Agent, the Escrow Fund) the known claimed amount and estimated claimed amount (but such recovery shall not limit the amount of any additional indemnification to defend which the Action, at its own expenseIndemnified Party may be entitled pursuant to Section 7.01 or 7.03) , and no later objection by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Actionshall be permitted. If the Indemnifying Party responds within the required ten (10) day period and elects not agrees that it has an indemnification obligation but objects that it is obligated to defend such Actionpay only a lesser amount, the Indemnified Party will shall nevertheless be freeentitled to recover promptly from the Indemnifying Party (and, if a Purchaser Indemnified Party is the Indemnified Party and the Escrow Fund continues to be held by the Escrow Agent, the Escrow Fund) the lesser amount, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control claim for the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayeddifference.