Common use of Defense of Claims Clause in Contracts

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.

Defense of Claims. If a claim for Losses Damages (a “"Claim”") is to be ----------------- made by a Buyer Party entitled to indemnification hereunder (the "Indemnified Party or a Seller Indemnified Party") against the other Party (an “Indemnified the "Indemnifying Party”"), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such the Indemnified Party shall give written notice (a “"Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case Party as soon as practicable after such the Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification may be sought under this Article IX; howeverSection 10.2. If any lawsuit or enforcement action is filed against an Indemnified Party, written notice thereof shall be given to the Indemnifying Party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified that the Indemnifying Party is actually prejudiced demonstrates actual damage caused by such failure (to the extent determined by a court of competent jurisdiction)failure. After receipt of a Claim Notice of a Proceedingsuch notice, if the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party acknowledge in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have shall be obligated under the financial resources terms of its indemnity hereunder in connection with such lawsuit or action, then the Indemnifying Party shall be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend against the Proceeding same (unless the named parties to such action or proceeding include both the Indemnifying Party and fulfill the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, in which event the Indemnified Party shall be entitled at the Indemnifying Party's cost, risk and expense, to separate counsel of its indemnification obligations hereunder, own choosing) and (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not to compromise or settle any such Proceeding without claim, which compromise or settlement shall be made only with the prior written consent of the Indemnified Party or enter into any (such consent not to be unreasonably withheld) unless the proposed settlement negotiations in connection with such Proceeding without giving prior written notice to involves only the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel payment of its choosing reasonably satisfactory to and at the expense of money damages by the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding claim within thirty (30) calendar days after receipt of notice hereunderthe Claim Notice, the Indemnified Party against which such Claim claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake undertake, at the Indemnifying Party's cost and expense, the defense, compromise or settlement of such Proceeding with counsel claim on behalf of its own choosing at and for the expense account and risk of the Indemnifying Party; provided, however, that such -------- ------- Claim shall not be compromised or settled without the written consent of the Indemnifying Party, (such consent not to be unreasonably withheld), unless the proposed settlement involves only the payment of money damages by the Indemnifying Party. In the event the Indemnified Party and assumes the defense of the claim, the Indemnified Party will keep the Indemnifying Party shall have reasonably informed of the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event progress of any such defense, compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimsettlement.

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party any lawsuit or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding enforcement action is filed or instituted making a claim against any Indemnified Party with respect entitled to a matter subject to the benefit of indemnity hereunder, written notice thereof describing such Indemnified Party shall give notice lawsuit or enforcement action in reasonable detail and indicating the amount (a “Claim Notice”) to (a) the Sellersestimated, in the case of an indemnification claim pursuant to Section 9.2(aif necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (bwhich estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the Buyer, in service of the case of an indemnification claim pursuant to Section 9.2(bcitation or summons) (the “Indemnifying Party”"Notice of Action"), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, provided that the failure of any Indemnified indemnified Party to give timely notice hereunder shall not affect its rights to indemnification hereunder, except hereunder to the extent such Indemnified that the indemnified Party demonstrates that the amount the indemnified Party is actually prejudiced entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days; provided further that a Notice of Action must be sent to the extent determined indemnifying Party within the applicable survival period as provided in Section 7(a) of this Agreement. The indemnifying Party may elect to compromise or defend any such asserted liability and to assume all obligations contained in this (S) 7(b) to indemnify the indemnified Party by a court delivery of competent jurisdiction). After receipt notice of a Claim such election ("Notice of a Proceeding, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as Election") within ten (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (1510) days after delivery of the Indemnifying Notice of Action. Upon delivery of the Notice of Election, the indemnifying Party has received shall be entitled to take control of the Claim Notice 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 sole cost, risk and expense, and such indemnified Party shall cooperate in all reasonable respects, at the indemnifying Party's sole cost, risk and expense, with the indemnifying Party and such attorneys in the investigation, trial, and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified indemnified Party may, at its own cost, risk and expense, participate in the such investigation, trial and defense of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurerstherefrom. If the Indemnifying Party fails Notice of Election is delivered to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderindemnified Party, the Indemnified indemnified Party against shall not pay, settle or compromise such claim without the indemnifying Party's consent, which such Claim has been asserted consent shall (upon delivering notice not be unreasonably withheld. If the indemnifying Party elects not to such effect defend the claim of the indemnified Party or does not deliver to the Indemnifying Partyindemnified Party a Notice of Election within ten (10) have days after delivery of the right to undertake Notice of Action, the defenseindemnified Party may, but shall not be obligated to, defend, compromise or settlement of such Proceeding with counsel of its own choosing settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at the expense risk, of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimindemnifying Party.

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party any lawsuit or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding enforcement action is filed or instituted making a claim against any Indemnified Party with respect entitled to a matter subject to the benefit of indemnity hereunder, written notice thereof describing such Indemnified Party shall give notice lawsuit or enforcement action in reasonable detail and indicating the amount (a “Claim Notice”) to (a) the Sellersestimated, in the case of an indemnification claim pursuant to Section 9.2(aif necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (bwhich estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the Buyer, in service of the case of an indemnification claim pursuant to Section 9.2(bcitation or summons) (the “Indemnifying Party”"Notice of Action"), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, provided that the failure of any Indemnified indemnified Party to give timely notice hereunder shall not affect its rights to indemnification hereunder, except hereunder to the extent such Indemnified that the indemnified Party demonstrates that the amount the indemnified Party is actually prejudiced entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party 10) days and the Indemnifying Party, so long as the indemnifying Party is not materially prejudiced by the failure to receive such notice. The indemnifying Party may elect to compromise or defend any such asserted liability and to assume all obligations contained in this Section 7.1 to indemnify the indemnified Party by a delivery of notice of such election (i"Notice of Election") the Indemnifying Party notifies the Indemnified Party in writing within fifteen ten (1510) days after delivery of the Indemnifying Notice of Action. Upon delivery of the Notice of Election, the indemnifying Party has received shall be entitled to take control of the Claim Notice 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 sole cost, risk and expense, and such indemnified Party shall cooperate in all reasonable respects, at the indemnifying Party's sole cost, risk and expense, except with respect to the fees and expenses of the indemnified Party's attorney, which shall be borne by the indemnified Party, with the indemnifying Party and such attorneys in the investigation, trial, and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified indemnified Party may, at its own cost, risk and expense, participate in the such investigation, trial and defense of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurerstherefrom. If the Indemnifying Party fails Notice of Election is delivered to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderindemnified Party, the Indemnified indemnified Party against shall not pay, settle or compromise such claim without the indemnifying Party's consent, which such Claim has been asserted consent shall (upon delivering notice not be unreasonably withheld. If the indemnifying Party elects not to such effect defend the claim of the indemnified Party or does not deliver to the Indemnifying Partyindemnified Party a Notice of Election within ten (10) have days after delivery of the right Notice of Action, the indemnified Party may, but shall not be obligated to undertake defend, provided that in no circumstances shall the defense, indemnified Party compromise or settlement of such Proceeding with counsel of its own choosing at settle the expense claim or other matter on behalf or for the account of the Indemnifying indemnifying Party and without the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days consent of the final determination of the merits and amount of a Claimindemnifying Party, which shall not be unreasonably withheld.

Defense of Claims. If a claim for Losses Damages (a “Claim”) is to be made by a Buyer Indemnified Party party entitled to Indemnification or a Seller Indemnified Party (an “Indemnified Set Off Rights hereunder against the Indemnifying Party”), the party claiming such indemnification or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party Set Off Rights shall give written notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) other Party (the (“Indemnifying Party”), in either case ) as soon as practicable after such the party entitled to indemnification or Set Off Rights (the “Indemnified Party Party”) becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification or Set Off Rights may be sought under this Article IX; howeverSection 9.14. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity or Set Off Rights hereunder, the Claim Notice thereof shall be given to the Indemnifying Party as promptly as practicable (and in any event within thirty (30) calendar days after the service of the citation or summons). The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification or Set Off Rights hereunder, except to the extent such Indemnified that the Indemnifying Party is actually prejudiced demonstrates actual damage caused by such failure (to the extent determined by a court of competent jurisdiction)failure. After receipt of a Claim Notice of a Proceedingsuch notice, if the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party acknowledge in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have shall be obligated under the financial resources to defend against the Proceeding and fulfill terms of its indemnification obligations hereunderindemnity or Set Off Rights hereunder in connection with such lawsuit or action, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) then the Indemnifying Party conducts shall be entitled, if it so elects, (1) to take control of the defense and investigation of such lawsuit or action, (2) to employ and engage attorneys of its own choice to handle and defend the Proceeding actively same, at the Indemnifying Party’s cost, risk and diligently. The expense unless the named parties to such action or proceeding include both the Indemnifying Party shall not and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, and (3) to compromise or settle any such Proceeding without claim, which compromise or settlement shall be made only with the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with Party, such Proceeding without giving prior written notice consent not to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurersbe unreasonably withheld. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding claim within fifteen (15) calendar days after receipt of notice hereunderthe Claim Notice, the Indemnified Party against which such Claim claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake undertake, at the Indemnifying Party’s cost and expense, the defense, compromise or settlement of such Proceeding with counsel claim on behalf of its own choosing at and for the expense account and risk of the Indemnifying Party. In the event the Indemnified Party assumes the defense of the claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 9.14 and for any final judgment (subject to any right of appeal), and the Indemnifying Party shall have the right agrees to participate therein at its own cost. The indemnify and hold harmless an Indemnified Party shall provide prompt notice to the Indemnifying Party in the event from and against any Damages by reason of any compromise such settlement or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimjudgment.

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party any lawsuit or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding enforcement action is filed or instituted making a claim against any Indemnified Party with respect entitled to a matter subject to the benefit of indemnity hereunder, written notice thereof describing such Indemnified Party shall give notice lawsuit or enforcement action in reasonable detail and indicating the amount (a “Claim Notice”) to (a) the Sellersestimated, in the case of an indemnification claim pursuant to Section 9.2(aif necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (bwhich estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the Buyer, in service of the case of an indemnification claim pursuant to Section 9.2(bcitation or summons) (the “Indemnifying Party”"Notice of Action"), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, provided that the failure of any Indemnified indemnified Party to give timely notice hereunder shall not affect its rights to indemnification hereunder, except hereunder to the extent such Indemnified that the indemnified Party demonstrates that the amount the indemnified Party is actually prejudiced entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party 10) days and the Indemnifying Party, so long as the indemnifying Party is not materially prejudiced by the failure to receive such notice. The indemnifying Party may elect to compromise or defend any such asserted liability and to assume all obligations contained in this Section 7.1 to indemnify the indemnified Party by a delivery of notice of such election (i"Notice of Election") the Indemnifying Party notifies the Indemnified Party in writing within fifteen ten (1510) days after delivery of the Indemnifying Notice of Action. Upon delivery of the Notice of Election, the indemnifying Party has received shall be entitled to take control of the Claim Notice 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 sole cost, risk and expense, and such indemnified Party shall cooperate in all reasonable respects, at the indemnifying Party's sole cost, risk and expense, except with respect to the fees and expenses of the indemnified Party's attorney, which shall be borne by the indemnified Party, with the indemnifying Party and such attorneys in the investigation, trial, and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified indemnified Party may, at its own cost, risk and expense, participate in the such investigation, trial and defense of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurerstherefrom. If the Indemnifying Party fails Notice of Election is delivered to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderindemnified Party, the Indemnified indemnified Party against shall not pay, settle or compromise such claim without the indemnifying Party's consent, which such Claim has been asserted consent shall (upon delivering notice not be unreasonably withheld. If the indemnifying Party elects not to such effect defend the claim of the indemnified Party or does not deliver to the Indemnifying Partyindemnified Party a Notice of Election within ten (10) have days after delivery of the right Notice of Action, the indemnified Party may, but shall not be obligated to undertake defend, or the defense, indemnified Party may compromise or settlement of such Proceeding with counsel of its own choosing settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at the expense risk, of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimindemnifying Party.

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party any lawsuit or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding enforcement action is filed or instituted making a claim against any Indemnified Party with respect entitled to a matter subject to the benefit of indemnity hereunder, written notice thereof describing such Indemnified Party shall give notice lawsuit or enforcement action in reasonable detail and indicating the amount (a “Claim Notice”) to (a) the Sellersestimated, in the case of an indemnification claim pursuant to Section 9.2(aif necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (bwhich estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the Buyer, in service of the case of an indemnification claim pursuant to Section 9.2(bcitation or summons) (the “Indemnifying Party”"Notice of Action"), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, provided that the failure of any Indemnified indemnified Party to give timely notice hereunder shall not affect its rights to indemnification hereunder, except hereunder to the extent such Indemnified that the indemnified Party demonstrates that the amount the indemnified Party is actually prejudiced entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days; provided further that a Notice of Action must be sent to the extent determined indemnifying Party within the applicable survival period as provided in Section 8(a) of this Agreement. The indemnifying Party may elect to compromise or defend any such asserted liability and to assume all obligations contained in this (S) 8(b) to indemnify the indemnified Party by a court delivery of competent jurisdiction). After receipt notice of a Claim such election ("Notice of a Proceeding, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as Election") within ten (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (1510) days after delivery of the Indemnifying Notice of Action. Upon delivery of the Notice of Election, the indemnifying Party has received shall be entitled to take control of the Claim Notice 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 sole cost, risk and expense, and such indemnified Party shall cooperate in all reasonable respects, at the indemnifying Party's sole cost, risk and expense, with the indemnifying Party and such attorneys in the investigation, trial, and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified indemnified Party may, at its own cost, risk and expense, participate in the such investigation, trial and defense of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurerstherefrom. If the Indemnifying Party fails Notice of Election is delivered to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderindemnified Party, the Indemnified indemnified Party against shall not pay, settle or compromise such claim without the indemnifying Party's consent, which such Claim has been asserted consent shall (upon delivering notice not be unreasonably withheld. If the indemnifying Party elects not to such effect defend the claim of the indemnified Party or does not deliver to the Indemnifying Partyindemnified Party a Notice of Election within ten (10) have days after delivery of the right Notice of Action, the indemnified Party may, but shall not be obligated to undertake defend, or the defense, indemnified Party may compromise or settlement of such Proceeding with counsel of its own choosing settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at the expense risk, of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimindemnifying Party.

Defense of Claims. 14.4.1 If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified any Indemnitee receives notice of the assertion of any Third Party or a Seller Indemnified Party (an “Indemnified Party”)Claim against such Indemnitee, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject which an Indemnifying Party is obligated to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an provide indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IXAgreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of actual notice of such Third Party Claim; provided, however, that the failure of any Indemnified the Indemnitee to notify the Indemnifying Party during the required notification period shall only relieve the Indemnifying Party from its obligation to give timely notice hereunder shall not affect rights indemnify the Indemnitee pursuant to indemnification hereunder, except this Section 14 to the extent such Indemnified that Indemnifying Party is actually materially prejudiced by such failure (to whether as a result of the extent determined by a court forfeiture of competent jurisdictionsubstantive rights or defenses or otherwise). After receipt of a Claim Notice of a Proceeding; and provided, however, that the Indemnitee must, in any event, notify the Indemnifying Party prior to the Termination Date as required pursuant to Section 14.1 in order for such party to be indemnified. The Indemnifying Party shall be entitled, upon written notice to the Indemnitee, to assume the investigation and defense thereof with counsel reasonably satisfactory to the Indemnitee. Whether or not the Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnitee shall have the right to defend employ separate counsel and to participate in the Indemnified Party against investigation and defense thereof, provided, however, that the Proceeding at Indemnitee shall pay the Indemnifying Party’s expense with fees and disbursements of such separate counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party employment of such separate counsel has been specifically authorized in writing within fifteen (15) days after by the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the ProceedingParty, (ii) the Indemnifying Party provides has failed to assume the Indemnified defense of such Third Party Claim within a reasonable time after receipt of notice thereof with evidence counsel reasonably acceptable satisfactory to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereundersuch Indemnitee, or (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party conducts and the defense Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses or claims that may be available to the Proceeding actively and diligentlyIndemnitee that are in conflict with those available to the Indemnifying Party. The Notwithstanding the foregoing, the Indemnifying Party shall not compromise be liable for the fees and disbursements of more than one counsel for all Indemnified Parties in connection with any one proceeding or settle any such Proceeding without similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnified Indemnitee, the Indemnifying Party or will not enter into any settlement negotiations in connection with such Proceeding without giving prior written notice of any Third Party Claim that would lead to liability or create any financial or other obligation on the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense part of the Indemnifying Party. The Indemnified Party may, at its own cost, participate Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense respect of such Proceeding after receipt of notice hereunder, the Indemnified Third Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.

Defense of Claims. If Within thirty (30) Days after the Indemnifying Party receives a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, the Indemnifying Party shall notify the Indemnified Party whether or not the Indemnifying Party will assume responsibility for defense and payment of the Claim. The Indemnified Party is authorized, prior to and during such thirty (30) Day period, to file any motion, pleading or other answer that it deems necessary or appropriate to protect its interests, or those of the Indemnifying Party, and that is not prejudicial to the Indemnifying Party. If the Indemnifying Party elects not to assume responsibility for defense and payment of the Claim, the Indemnified Party may defend against, or enter into any settlement with respect to, the Claim as it deems appropriate without relieving the Indemnifying Party of any indemnification obligations the Indemnifying Party may have with respect to such Claim. The Indemnifying Party’s failure to respond in writing to a Claim Notice within the right thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of the Claim. If the Indemnifying Party elects to assume responsibility for defense and payment of the Claim: (a) the Indemnifying Party shall defend the Indemnified Party against the Proceeding at Claim with counsel of the Indemnifying Party’s expense with counsel of its choice (reasonably satisfactory acceptable to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and which shall cooperate with the Indemnifying PartyParty in all reasonable respects in such defense), so long as (ib) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of shall pay any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, judgment entered or caused by the Claim or raised in the Proceedingsettlement with respect to such Claim, (iic) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle consent to entry of any such Proceeding without the prior written consent of the Indemnified Party judgment or enter into any settlement negotiations with respect to the Claim that (i) does not include a provision whereby the plaintiff or claimant in connection the matter releases the Indemnified Party from all liability with such Proceeding respect to the Claim or (ii) contains terms that may materially and adversely affect the Indemnified Party (other than as a result of money damages covered by the indemnity), and (d) the Indemnified Party shall not consent to entry of any judgment or enter into any settlement with respect to the Claim without giving the Indemnifying Party’s prior written notice to the Indemnified Partyconsent. In all other cases instances the Indemnified Party may defend the claim or Proceeding with one employ separate counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereundera Claim, but the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to bear all fees and expenses of counsel employed by the Indemnifying Indemnified Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.

Defense of Claims. 14.4.1 If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified any Indemnitee receives notice of the assertion of any Third Party or a Seller Indemnified Party (an “Indemnified Party”)Claim against such Indemnitee, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject which an Indemnifying Party is obligated to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an provide indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IXAgreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of actual notice of such Third Party Claim; provided, however, that the failure of any Indemnified the Indemnitee to notify the Indemnifying Party during the required notification period shall only relieve the Indemnifying Party from its obligation to give timely notice hereunder shall not affect rights indemnify the Indemnitee pursuant to indemnification hereunder, except this Section 14 to the extent such Indemnified that Indemnifying Party is actually materially prejudiced by such failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee must, in any event, notify the Indemnifying Party prior to the extent determined Termination Date as required pursuant to Section 14.1 in order for such party to be indemnified. The Indemnifying Party shall be entitled, upon written notice to the Indemnitee, to assume the investigation and defense thereof with counsel reasonably satisfactory to the Indemnitee. Whether or not the Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnitee shall have the right to employ separate counsel and to participate in the investigation and defense thereof, provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (a) the employment of such separate counsel has been specifically authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has failed to assume the defense of such Third Party Claim within a court of competent jurisdiction). After reasonable time after receipt of a Claim Notice notice thereof with counsel reasonably satisfactory to such Indemnitee, or (c) the named parties to the proceeding in which such claim, demand, action or cause of a Proceedingaction has been asserted include both the Indemnifying Party and the Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict not be liable for the fees and disbursements of more than one counsel for all Indemnified Parties in connection with any one proceeding or any similar or related proceedings arising from the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, general allegations or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligentlycircumstances. The Indemnifying Party shall not compromise or settle any such Proceeding without Without the prior written consent of the Indemnified Indemnitee, the Indemnifying Party or will not enter into any settlement negotiations in connection with such Proceeding without giving prior written notice of any Third Party Claim that would lead to liability or create any financial or other obligation on the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense part of the Indemnifying Party. The Indemnified Party may, at its own cost, participate Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense respect of such Proceeding after receipt of notice hereunder, the Indemnified Third Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.

Defense of Claims. If the Indemnifying Party elects to defend a claim for Losses (a “Claim”) is CLAIM pursuant to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”)Section 17.6.1, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party it shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received receipt of the Claim Notice and that the Indemnifying Party will indemnify notice from the Indemnified Party from of the potential indemnifiable CLAIM which involves (and against the entirety of any Losses the Indemnified Party may suffer resulting fromcontinues to involve) solely monetary damages; provided, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, that (iia) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunderexpressly agrees in such notice that, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the CLAIM, subject to the terms, conditions and limitations of this AGREEMENT, and (b) the Indemnifying Party makes reasonably adequate provisions to ensure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that may result such conditions (the "Litigation Conditions"). Subject to compliance with the Litigation Conditions, the Indemnifying Party shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to participate therein at retain its own costcounsel, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (a) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses shall be reimbursed as they are incurred. If the Litigation Conditions are not met within twenty (20) days after receipt of notice of the CLAIM, the Indemnifying Party shall be bound by any reasonable defense or settlement made by the Indemnified Party and shall reimburse the Indemnified Party for any and all LOSSES of the Indemnified Party related to the defense or settlement of the CLAIM. If the Litigation Conditions have been met, then the Indemnified Party shall not settle any CLAIM for which it is seeking indemnification without the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party shall provide prompt notice to shall, if requested by the Indemnifying Party Party, cooperate in all reasonable respects in the event defense of such CLAIM that is being managed and controlled by the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, effect any settlement of any compromise pending or settlement entered into pursuant to threatened proceeding in respect of which the immediately preceding sentence. Losses shall be paid within five (5) Business Days Indemnified Party is, or arising out of the final determination same set of facts could have been, a Party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the merits and amount Indemnified Party from all liability on claims that are the subject matter of a Claimsuch proceeding.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity that is not a claim for Losses party to this Agreement or an Affiliate of such a party (a “"Third Party Claim”") is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”)against such Indemnitee, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject which an Indemnifying Party is obligated to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an provide indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IXAgreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than ten (10) calendar days after receipt of notice of such Third Party Claim; provided, however, that the failure of any Indemnified the Indemnitee to notify the Indemnifying Party shall only relieve the Indemnifying Party from its obligation to give timely notice hereunder shall not affect rights indemnify the Indemnitee pursuant to indemnification hereunder, except this Article 12 to the extent such Indemnified that the Indemnifying Party is actually materially prejudiced by such failure (to whether as a result of the extent determined by a court forfeiture of competent jurisdictionsubstantive rights or defenses or otherwise). After Upon receipt of a Claim Notice notification of a ProceedingThird Party Claim, the Indemnifying Party shall be entitled, upon written notice to the Indemnitee, to assume the investigation and defense thereof with counsel reasonably satisfactory to the Indemnitee. Whether or not the Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnitee shall have the right to defend employ separate counsel and to participate in the Indemnified Party against investigation and defense thereof; provided, however, that the Proceeding at Indemnitee shall pay the Indemnifying Party’s expense with fees and disbursements of such separate counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party employment of such separate counsel has been specifically authorized in writing within fifteen (15) days after by the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the ProceedingParty, (ii) the Indemnifying Party provides has failed to assume the Indemnified defense of such Third Party Claim within reasonable time after receipt of notice thereof with evidence counsel reasonably acceptable satisfactory to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereundersuch Indemnitee, or (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party conducts and such Indemnitee and, in the defense reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Proceeding actively and diligentlyIndemnitee that are in conflict with those available to the Indemnifying Party. The Notwithstanding the foregoing, the Indemnifying Party shall not compromise be liable for the fees and disbursements of more than one counsel for all Indemnified Parties in connection with any one proceeding or settle any such Proceeding without similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnified Indemnitee, the Indemnifying Party or will not enter into any settlement negotiations of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in connection with respect of such Proceeding without giving prior written notice to Third Party Claim. If a settlement offer solely for money damages is made by the Indemnified Party. In all other cases applicable third party claimant, and the Indemnified Indemnifying Party may defend notifies the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense Indemnitee in writing of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in 's willingness to accept the investigation, trial settlement offer and defense pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnitee may continue to contest such Proceeding defended claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If Claim that the Indemnifying Party fails has an obligation to promptly and diligently assume pay hereunder shall be limited to the defense lesser of such Proceeding after receipt (A) the amount of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice settlement offer that the Indemnitee declined to accept plus the Losses of the Indemnitee relating to such effect to Third Party Claim through the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel date of its own choosing at the expense rejection of the Indemnifying Party and settlement offer or (B) the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. aggregate Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a ClaimIndemnitee with respect to such claim.

Defense of Claims. If a In connection with any claim for Losses (a “Claim”) is that may give rise to be made indemnity under this Section 8 resulting from or arising out of any claim or Proceeding against an Indemnitee by a Buyer Indemnified person or entity that is not a party hereto, the Indemnifying Party may (unless such Indemnitee elects not to seek indemnity hereunder for such claim) but shall not be obligated to, upon written notice to the relevant Indemnitee, assume the defense of any such claim or a Seller Indemnified Party (an “Indemnified Party”), or Proceeding if any Proceeding is filed or instituted making a claim against any Indemnified the Indemnifying Party with respect to a matter subject such claim or Proceeding acknowledges to the Indemnitee the Indemnitee's right to indemnity hereunderpursuant hereto to the extent provided herein (as such claim may have been modified through written agreement of the parties) and provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party will be financially able to satisfy such claim to the extent provided herein if such claim or Proceeding is decided adversely; provided, however, that nothing set forth herein shall be deemed to require the Indemnifying Party to waive any crossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall give notice (a “Claim Notice”) be entitled to (a) retain separate counsel, reasonably acceptable to the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such if the Indemnified Party becomes aware shall determine, upon the written advice of any factcounsel, condition that an actual or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, potential conflict of interest exists between the failure of any Indemnifying Party and the Indemnified Party in connection with such Proceeding. The Indemnifying Party shall be obligated to give timely notice hereunder shall not affect rights to indemnification hereunder, except pay the reasonable fees and expenses of such separate counsel to the extent such the Indemnified Party is actually prejudiced entitled to indemnification by the Indemnifying Party with respect to such failure (to the extent determined by a court of competent jurisdictionclaim or Proceeding under this Section 8(d). After receipt If the Indemnifying Party assumes the defense of a Claim Notice of a any such claim or Proceeding, the Indemnifying Party shall have select counsel reasonably acceptable to such Indemnitee to conduct the right to defend defense of such claim or Proceeding, shall take all steps necessary in the Indemnified Party against defense or settlement thereof and shall at all times diligently and promptly pursue the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) resolution thereof. If the Indemnifying Party notifies shall have assumed the Indemnified Party defense of any claim or Proceeding in writing within fifteen (15) days after accordance with this Section 8(d), the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature shall be authorized to consent to a settlement of, or caused by the Claim entry of any judgment arising from, any such claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of such Indemnitee, not to be unreasonably withheld; provided, however, that the Indemnified Indemnifying Party shall pay or enter into cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; provided further, that the Indemnifying party shall not be authorized to encumber any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Partyassets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided further, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, directors, officers, employees and agents with respect to such claim, including any reasonably foreseeable collateral consequences thereof. The Indemnified Party may, at its own cost, Such Indemnitee shall be entitled to participate in (but not control) the investigation, trial and defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party in the defense of any claim or Proceeding being defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications pursuant to insurersthis Section 8(d). If the Indemnifying Party fails to promptly and diligently does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 8(d), such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after receipt giving notice of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect same to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of on such Proceeding with counsel of its own choosing at the expense of the terms as such Indemnitee may deem appropriate. If any Indemnifying Party and seeks to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, such Indemnifying Party shall have the right burden to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days prove by a preponderance of the final determination of the merits and amount of evidence that such Indemnitee did not defend such claim or Proceeding in a Claimreasonably prudent manner.

Defense of Claims. If In the event that any claim is asserted against a claim for Losses (a “Claim”) party which is entitled to be made by a Buyer indemnification hereunder as an Indemnified Party, the Indemnified Party or a Seller shall promptly after learning of such claim, notify the Indemnifying Party thereof in writing; provided, however, that the failure of the Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a to give prompt notice of such claim against any Indemnified as aforesaid shall not relieve the obligation of the Indemnifying Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunderclaim, except to the extent such that the Indemnifying Party is prejudiced by the failure of the Indemnified Party is actually prejudiced to provide such notice. The Indemnifying Party shall have the right, by such failure (giving written notice to the extent determined Indemnified Party within ten (10) calendar days after receipt from the Indemnified Party of notice of such claim (which notice must include an acceptance of indemnification responsibility for such claim by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, the Indemnifying Party in favor of the Indemnified Party), to conduct at its expense the defense against such claim in its own name, or, if the Indemnifying Party shall fail to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to defend conduct such defense and to compromise and settle the Indemnified Party against the Proceeding at claim without prior consent of the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to . In the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and event that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable elects to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts conduct the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of subject claim, the Indemnified Party or enter into any settlement negotiations in connection will cooperate with such Proceeding without giving prior written notice and make available to the Indemnified Party. In Indemnifying Party such assistance and materials as may be reasonably requested by him, all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The , and the Indemnified Party may, shall have the right at its own cost, expense to participate in the investigationdefense, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, provided that the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own costcompromise and settle the claim only with the prior written consent of the Indemnifying Party. The No legal proceeding in which the Indemnified Party is named as a party shall provide prompt notice to be settled by the Indemnifying Party without the Indemnified Party’s prior written consent unless such settlement or compromise (a) affects no substantive rights of the Indemnified Party, (b) involves a complete release of and no admission of fault by the Indemnified Party, and (c) creates no obligations or liabilities for the Indemnified Party. Any judgment entered or settlement agreed upon in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses manner provided herein shall be paid within five (5) Business Days of binding upon the final determination of Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the merits and amount of a ClaimIndemnified Party is entitled to indemnification hereunder.

Defense of Claims. If a claim for Losses (a “"Claim”") is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give written notice (a “"Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case indemnifying party as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; howeverSection 8. If any lawsuit or enforcement action is filed against any Indemnified Party hereunder, notice thereof (a "Third Party Notice") shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced that the indemnifying party demonstrates actual damage caused by such failure (to the extent determined by a court of competent jurisdiction)failure. After receipt of a Claim Notice of a ProceedingThird Party Notice, if the Indemnifying Party indemnifying party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party acknowledge in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense unless the named parties to such action or proceeding include both the indemnifying party and the Indemnified Party will have and the financial resources Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to defend against such Indemnified Party that are different from or additional to those available to the Proceeding indemnifying party, and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not to compromise or settle any such Proceeding without claim, which compromise or settlement shall be made only with the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with Party, such Proceeding without giving prior written notice consent not to the Indemnified Partybe unreasonably withheld. In all other cases the The Indemnified Party may defend shall cooperate in all reasonable respects with the claim indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or Proceeding with one counsel of its choosing reasonably satisfactory to action and at any appeal arising therefrom; and the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom and employ appoint its own counsel in connection therewiththerefor, at its own cost. The parties shall also cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party indemnifying party fails to promptly and diligently assume the defense of such Proceeding claim within fifteen (15) calendar days after receipt of notice hereunderthe Third Party Notice, the Indemnified Party against which such Claim claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Partyindemnifying party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party claim and the Indemnifying Party indemnifying party shall have the right to participate therein at its own cost; provided, however, that such claim shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. The In the event the Indemnified Party shall provide prompt notice to assumes the Indemnifying defense of the claim the Indemnified Party in will keep the event indemnifying party reasonably informed of the progress of any such defense, compromise or settlement entered into pursuant to settlement. Notwithstanding the immediately preceding sentence. Losses foregoing, the indemnifying party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for any and all Indemnified Parties (which firm shall be paid within five (5designated in writing by such Indemnified Party or Parties) Business Days in connection with any one such action or proceeding arising out of the final determination of the merits and amount of a Claimsame general allegations or circumstances.

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) Except as otherwise set forth in the Sellerslast sentence of this Section 9.6, in the case of an indemnification connection with any claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought indemnity under this Article IX; however9 resulting from or arising out of any claim or Action against an Indemnitee by a Person that is not a party hereto, the failure Indemnifying Party may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the relevant Indemnitee, assume the defense of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereundersuch claim or Action, except to the extent that the claim or Action relates only to monetary damages and not the Transferred Assets or the ability to exploit the Transferred Assets, and such Indemnified Indemnifying Party provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party will be financially able to satisfy such claim in full if such claim or Action is actually prejudiced decided adversely. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or Action (which acceptance of counsel shall not be unreasonably withheld by such failure (to the extent determined by a court Indemnitee), shall take all steps reasonably necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party shall have assumed the defense of competent jurisdiction). After receipt of a Claim Notice of a Proceedingany claim or Action in accordance with this Section 9.6, the Indemnifying Party shall have the right be authorized to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel consent to a settlement of its choice reasonably satisfactory or to the Indemnified Partyentry of any judgment arising from, unless any such claim or Action, to the nature extent that the settlement or judgment requires only the payment of monetary damages, includes no injunctive provisions or performance requirements of Indemnitee and includes no admission of guilt or liability. Or in the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Partyalternative, so long as (i) the Indemnifying Party notifies will seek consent of the Indemnified Party in writing within fifteen Indemnitee (15) days after which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party has received so elected to assume the Claim Notice defense, each Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and, except as provided herein, at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party in the defense of any claim or Action being defended by the Indemnifying Party pursuant to this Section 9.6. If the Indemnifying Party does not assume the defense of any claim or Action resulting therefrom in accordance with the terms of this Section 9.6, or the Indemnifying Party does not acknowledge to the Indemnitee the Indemnitee’s right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the Parties) or the Indemnifying Party does not provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party be financially able to satisfy such claim in full if such claim or Action is decided adversely, such Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing Action in such manner as it may deem reasonably satisfactory to and appropriate at the expense reasonable cost of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.

Defense of Claims. If a claim for Losses Damages (a “"Claim”") is to be ----------------- made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”)party entitled to indemnification hereunder against the indemnifying party, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter the party claiming such indemnification shall, subject to indemnity hereunderSection 10.4, such Indemnified Party shall give written notice (a “"Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case indemnifying party as soon as practicable after such Indemnified Party the party entitled to indemnification becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification may be sought under this Article IX; howeverSection 10.4. If any lawsuit or enforcement 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 fifteen (15) calendar days after the service of the citation or summons). The failure of any Indemnified Party indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced that the indemnifying party demonstrates actual damage caused by such failure (failure. After such notice, if the indemnifying party shall acknowledge in writing to the extent determined indemnified party that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice (which shall be reasonably acceptable to the indemnified party) to handle and defend the same, at the indemnifying party's cost, risk and expense unless the named parties to such action or proceeding include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of both the indemnifying and the indemnified party, such consent not to be unreasonably withheld; provided, however, if the remediation or resolution of any such Claim will occur on or at any Facility or is reasonably expected to have a court of competent jurisdiction). After receipt of a Claim Notice of a Proceedingmaterial adverse effect on the indemnified party's business operations, then, notwithstanding the foregoing, the Indemnifying Party indemnified party shall have be entitled to control such resolution, including without limitation to take control of the right defense and investigation of such lawsuit or action, to employ and engage attorneys of its own choice to handle and defend the Indemnified Party against same, at the Proceeding at indemnifying party's cost, risk and expense, and to compromise or settle such Claim with the consent of the Indemnifying Party’s expense with counsel . If the indemnifying party fails to assume the defense of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing such claim within fifteen (15) calendar days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderthe Claim Notice, the Indemnified Party indemnified party against which such Claim claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Partyindemnifying party) have the right to undertake undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such Proceeding with counsel claim on behalf of its own choosing at and for the expense account and risk of the Indemnifying Party and indemnifying party. In the Indemnifying Party shall have event the right to participate therein at its own costindemnified party assumes the defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnified Party indemnifying party shall provide prompt notice to the Indemnifying Party in the event be liable for any settlement of any compromise or settlement entered into action effected with its consent pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.in accordance with this Section

Defense of Claims. If a claim for Losses In case any legal action shall be commenced or threatened (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, provided that in the case of an indemnification claim pursuant to Section 9.2(a) or (b) a threatened legal action the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event believes in good faith that an indemnifiable Loss is likely to occur) against an Indemnified Party which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; howevercould result in a Loss, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to promptly notify the extent such Indemnified Indemnifying Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction)in writing. After receipt of a Claim Notice of a Proceedingany such notice, the Indemnifying Party shall have the right right, exercisable by written notice of exercise to defend the Indemnified Party against promptly after receipt of the Proceeding notice provided for in the next preceding sentence, (A) to participate in and (B) assume (and control) the defense of such action, at the Indemnifying Party’s its own expense and with its own counsel, provided such counsel of its choice reasonably is satisfactory to the Indemnified Party. If the Indemnifying Party elects to assume the defense of such action, unless the nature Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action. The Indemnified Party shall have the Claim creates an ethical conflict right to participate in (but not control) the defense of any such action, but the fees and expenses of counsel for the same Indemnified Party shall be at its own expense except as set forth in the following sentence. The Indemnifying Party shall bear the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel due to represent actual or potential conflicting interests between the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides shall not elect to assume the Indemnified Party with evidence reasonably acceptable to defense of the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunderaction, (iii) the Proceeding involves only Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnifying Party in connection with its assumption of the defense of the action within a claim for money damages and no other relief and reasonable time after notice pursuant to the first sentence of this paragraph is delivered to the effect that such action has been commenced or is threatened, or (iv) the Indemnifying Party conducts has authorized the employment of counsel for the Indemnified Party to handle the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and action at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by In no event will the Indemnifying Party and be liable for any appeal arising therefrom and employ settlement or admission of liability with respect to any action without its own counsel in connection therewith. The parties prior written consent, which shall cooperate not be unreasonably withheld, but if settled with each other in connection with any defense and in any notifications to insurers. If such consent, the Indemnifying Party fails shall be liable therefor, subject to promptly the limitations set forth in this Section 9. The Indemnifying Party may not settle any liability or claim subject to indemnification pursuant to this Section 9 without the consent of the Indemnified Party and diligently on any basis that does not provide for a full release of the Indemnified Party. Any participation in, or assumption of the defense of, any action by an Indemnifying Party shall be without prejudice to the right of the Indemnifying Party, and shall not be construed as a waiver of its right to deny the obligation to indemnify the Indemnified Party. The giving of notice, as above provided, of a loss, damage, cost or expense claimed to be indemnifiable hereunder, to exercise the right, as the same is provided (and limited) herein, to participate in and assume control of the defense against such claim, shall be a prerequisite to any obligation to indemnify; provided, however, that the Indemnified Party’s rights pursuant to this Section 9 shall not be forfeited by reason of a failure to give such notice or to cooperate in the defense to the extent such failure does not have a material and adverse effect on the defense of such Proceeding after receipt matter. Notwithstanding any of notice hereunderthe above, the Indemnified Party against which such Claim has been asserted Parent shall (upon delivering notice to such effect have control of any action arising from a tax claim to the Indemnifying Party) have the right to undertake the defenseextent such claim is reflected on Parent’s tax returns. NuGene, compromise or settlement Inc. /Bling Markering, Inc. Agreement and Plan of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.Merger

Defense of Claims. If a claim for Losses Third Party Claim is made against an Indemnified Party, the Applicable Indemnifying Party will be entitled (a “Claim”a) to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party; provided, however, that in connection with such assumption (i) such counsel is not reasonably objected to be made by a Buyer the Indemnified Party or a Seller Indemnified and (ii) the Applicable Indemnifying Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any first admits in writing its joint and several liability to indemnify the Indemnified Party with respect to all elements of such claim in full. If the Applicable Indemnifying Party elects to assume the defense of a matter subject to indemnity hereunder, such Indemnified Third Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; howeverClaim, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, the Applicable Indemnifying Party shall have the right will (x) not be liable to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies any legal expenses subsequently incurred by the Indemnified Party in writing within fifteen connection with the defense thereof, (15y)(i) days after cooperate in all reasonable respects with the Applicable Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without giving the Applicable Indemnifying Party’s prior written notice consent, as the case may be and (z) be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnified Party. In all other cases Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or Proceeding with one counsel of its choosing reasonably satisfactory litigation after giving notice to and at the expense Applicable Indemnifying Party of the terms of such settlement and the Applicable Indemnifying Party. The Party shall promptly reimburse the Indemnified Party mayupon written request. Anything contained in this Note Purchase Agreement to the contrary notwithstanding, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Applicable Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications not be entitled to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt any part of notice hereundera Third Party Claim that seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.

Defense of Claims. If a claim for Losses (a “Claim”) is the Indemnifying Party has acknowledged in writing to be made by a Buyer the Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after ’s responsibility for defending such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceedingclaim, the Indemnifying Party shall have the right to defend defend, at its sole cost and expense, such claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party may not enter into any compromise or settlement unless (a) such compromise or settlement includes as an unconditional term thereof, the giving by each claimant or plaintiff to the Indemnified Party against of a release from all liability in respect of such claim; and (b) the Proceeding at the Indemnifying Party’s expense with counsel Indemnified Party consents to such compromise or settlement, which consent shall not be withheld, conditioned or delayed unless such compromise or settlement involves (i) any admission of its choice reasonably satisfactory to legal wrongdoing by the Indemnified Party, unless (ii) any payment by the nature Indemnified Party that is not indemnified hereunder, or (iii) the imposition of any equitable relief against the Indemnified Party. If the Indemnifying Party does not elect to assume control of the Claim creates an ethical conflict defense of a claim or if a good faith and diligent defense is not being or ceases to be materially conducted by the Indemnifying Party, then the Indemnified Party shall have the right, at the expense of the Indemnifying Party, upon at least ten (10) Business Days’ prior written notice to the Indemnifying Party of its intent to do so, to undertake the defense of such claim for the same account of the Indemnifying Party (with counsel reasonably selected by the Indemnified Party and approved by the Indemnifying Party, such approval not unreasonably withheld, conditioned, or delayed); provided that the Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to represent such claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the opposing party to such litigation. The Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding litigation without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own costsuch consent not to be unreasonably withheld, participate in the investigationconditioned, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimdelayed.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity that is not a claim for Losses party to this Agreement or an Affiliate of such a party (a “"Third Party Claim”") is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”)against such Indemnitee, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject which an Indemnifying Party is obligated to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an provide indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IXAgreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than ten (10) calendar days after receipt of notice of such Third Party Claim; provided, however, that the failure of any Indemnified the Indemnitee to notify the Indemnifying Party shall only relieve the Indemnifying Party from its obligation to give timely notice hereunder shall not affect rights indemnify the Indemnitee pursuant to indemnification hereunder, except this Article 12 to the extent such Indemnified that the Indemnifying Party is actually materially prejudiced by such failure (to whether as a result of the extent determined by a court forfeiture of competent jurisdictionsubstantive rights or defenses or otherwise). After Upon receipt of a Claim Notice notification of a ProceedingThird Party Claim, the Indemnifying Party shall be entitled, upon written notice to the Indemnitee, to assume the investigation and defense thereof with counsel reasonably satisfactory to the Indemnitee. Whether or not the Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnitee shall have the right to defend employ separate counsel and to participate in the Indemnified Party against investigation and defense thereof; provided, however, that the Proceeding at Indemnitee shall pay the Indemnifying Party’s expense with fees and disbursements of such separate counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party employment of such separate counsel has been specifically authorized in writing within fifteen (15) days after by the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the ProceedingParty, (ii) the Indemnifying Party provides has failed to assume the Indemnified defense of such Third Party Claim within reasonable time after receipt of notice thereof with evidence counsel reasonably acceptable satisfactory to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereundersuch Indemnitee, or (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party conducts and such Indemnitee and, in the defense reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Proceeding actively and diligentlyIndemnitee that are in conflict with those available to the Indemnifying Party. The Notwithstanding the foregoing, the Indemnifying Party shall not compromise be liable for the fees and disbursements of more than one counsel for all Indemnified Parties in connection with any one proceeding or settle any such Proceeding without similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnified Indemnitee, the Indemnifying Party or will not enter into any settlement negotiations of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in connection with respect of such Proceeding without giving prior written notice to Third Party Claim. If a settlement offer solely for money damages is made by the Indemnified Party. In all other cases applicable third party claimant, and the Indemnified Indemnifying Party may defend notifies the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense Indemnitee in writing of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in 's willing-ness to accept the investigation, trial settlement offer and defense pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnitee may continue to contest such Proceeding defended claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If Claim that the Indemnifying Party fails has an obligation to promptly and diligently assume pay hereunder shall be limited to the defense lesser of such Proceeding after receipt (A) the amount of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice settlement offer that the Indemnitee declined to accept plus the Losses of the Indemnitee relating to such effect to Third Party Claim through the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel date of its own choosing at the expense rejection of the Indemnifying Party and settlement offer or (B) the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. aggregate Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a ClaimIndemnitee with respect to such claim.

Defense of Claims. If a claim for Losses Damages (a “"Claim”") is to be ----------------- made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”)party entitled to indemnification hereunder against the indemnifying party, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter the party claiming such indemnification shall, subject to indemnity hereunderSection 10.2, such Indemnified Party shall give written notice (a “"Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case indemnifying party as soon as practicable after such Indemnified Party the party entitled to indemnification becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification may be sought under this Article IX; howeverSection 10.3. If any lawsuit or enforcement 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 fifteen (15) calendar days after the service of the citation or summons). The failure of any Indemnified Party indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced that the indemnifying party demonstrates actual damage caused by such failure (failure. After such notice, if the indemnifying party shall acknowledge in writing to the extent determined indemnified party that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice (which shall be reasonably acceptable to the indemnified party) to handle and defend the same, at the indemnifying party's cost, risk and expense unless the named parties to such action or proceeding include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of both the indemnifying and the indemnified party, such consent not to be unreasonably withheld; provided, however, if the remediation or resolution of any such Claim will occur on or at any Facility or is reasonably expected to have a court of competent jurisdiction). After receipt of a Claim Notice of a Proceedingmaterial adverse effect on the indemnified party's business operations, then, notwithstanding the foregoing, the Indemnifying Party indemnified party shall have be entitled to control such resolution, including without limitation to take control of the right defense and investigation of such lawsuit or action, to employ and engage attorneys of its own choice to handle and defend the Indemnified Party against same, at the Proceeding at indemnifying party's cost, risk and expense, and to compromise or settle such Claim with the consent of the Indemnifying Party’s expense with counsel . If the indemnifying party fails to assume the defense of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing such claim within fifteen (15) calendar days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderthe Claim Notice, the Indemnified Party indemnified party against which such Claim claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Partyindemnifying party) have the right to undertake undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such Proceeding with counsel claim on behalf of its own choosing at and for the expense account and risk of the Indemnifying Party indemnifying party. In the event the indemnified party assumes the defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall be liable for any settlement of any action effected with its consent pursuant to and in accordance with this Section 10.3 and for any final judgment (subject to any right of appeal), and the Indemnifying Party shall have the right indemnifying party agrees to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event indemnify and hold harmless an indemnified party from and against any Damages by reason of any compromise such settlement or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimjudgment.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a claim for Losses Party to this Agreement or any Affiliate of a Party to this Agreement (a “"Third Party Claim”) "), including an information document request or a notice of proposed disallowance issued by the IRS relating to a matter covered by Section 5.7, with respect to which indemnification is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (sought from an “Indemnified Indemnifying Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party the Indemnitee shall give such Indemnifying Party reasonably prompt written notice (a “Claim Notice”) to (a) the Sellersthereof, but in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after any event such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to be given later than twenty (20) days after the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After Indemnitee's receipt of a Claim Notice notice of a Proceeding, the Indemnifying such Third Party Claim. Such notice shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless describe the nature of the Third Party Claim creates an ethical conflict for in reasonable detail and shall indicate the same counsel to represent estimated amount, if practicable, of the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party Indemnifiable Loss that has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party been or may suffer resulting from, arising out of, relating to, in the nature of, or caused be sustained by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitee. The Indemnifying Party will have the financial resources right to defend against the Proceeding and fulfill its indemnification obligations hereunderparticipate in or, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without by giving prior written notice to the Indemnified Indemnitee, to elect to assume the defense of any Third Party Claim at such Indemnifying Party. In all other cases 's expense and by such Indemnifying Party's own counsel, provided that the Indemnified counsel for the Indemnifying Party may defend who shall conduct the claim or Proceeding with one counsel defense of its choosing such Third Party Claim shall be reasonably satisfactory to and the Indemnitee. The Indemnitee shall cooperate in good faith in such defense at such Indemnitee's own expense. If an Indemnifying Party elects not to assume the expense defense of any Third Party Claim, the Indemnitee may compromise or settle such Third Party Claim over the objection of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties which settlement or compromise shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to conclusively establish the Indemnifying Party) have 's Liability pursuant to this Agreement; provided, however, that the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt Indemnitee provides written notice to the Indemnifying Party in of its intent to settle and such notice reasonably describes the event terms of any compromise or such settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five at least ten (510) Business Days of the final determination of the merits and amount of a Claimprior to entering into any settlement.

Defense of Claims. If a claim for Losses In case any legal action shall be commenced or threatened (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, provided that in the case of an indemnification claim pursuant to Section 9.2(a) or (b) a threatened legal action the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event believes in good faith that an indemnifiable Loss is likely to occur) against an Indemnified Party which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; howevercould result in a Loss, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to promptly notify the extent such Indemnified Indemnifying Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction)in writing. After receipt of a Claim Notice of a Proceedingany such notice, the Indemnifying Party shall have the right right, exercisable by written notice of exercise to defend the Indemnified Party against promptly after receipt of the Proceeding notice provided for in the next preceding sentence, (A) to participate in and (B) assume (and control) the defense of such action, at the Indemnifying Party’s its own expense and with its own counsel, provided such counsel of its choice reasonably is satisfactory to the Indemnified Party. If the Indemnifying Party elects to assume the defense of such action, unless the nature Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action. The Indemnified Party shall have the Claim creates an ethical conflict right to participate in (but not control) the defense of any such action, but the fees and expenses of counsel for the same Indemnified Party shall be at its own expense except as set forth in the following sentence. The Indemnifying Party shall bear the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel due to represent actual or potential conflicting interests between the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides shall not elect to assume the Indemnified Party with evidence reasonably acceptable to defense of the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunderaction, (iii) the Proceeding involves only Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnifying Party in connection with its assumption of the defense of the action within a claim for money damages and no other relief and reasonable time after notice pursuant to the first sentence of this paragraph is delivered to the effect that such action has been commenced or is threatened, or (iv) the Indemnifying Party conducts has authorized the employment of counsel for the Indemnified Party to handle the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and action at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by In no event will the Indemnifying Party and be liable for any appeal arising therefrom and employ settlement or admission of liability with respect to any action without its own counsel in connection therewith. The parties prior written consent, which shall cooperate not be unreasonably withheld, but if settled with each other in connection with any defense and in any notifications to insurers. If such consent, the Indemnifying Party fails shall be liable therefor, subject to promptly the limitations set forth in this Section 9. The Indemnifying Party may not settle any liability or claim subject to indemnification pursuant to this Section 9 without the consent of the Indemnified Party and diligently on any basis that does not provide for a full release of the Indemnified Party. Any participation in, or assumption of the defense of, any action by an Indemnifying Party shall be without prejudice to the right of the Indemnifying Party, and shall not be construed as a waiver of its right to deny the obligation to indemnify the Indemnified Party. The giving of notice as above provided of a loss, damage, cost or expense claimed to be indemnifiable hereunder and the opportunity to exercise the right, as the same is provided (and limited) herein, to participate in and assume control of the defense against such claim shall be a prerequisite to any obligation to indemnify; provided, however, that the Indemnified Party’s rights pursuant to this Section 9 shall not be forfeited by reason of a failure to give such notice or to cooperate in the defense to the extent such failure does not have a material and adverse effect on the defense of such Proceeding after receipt matter. Notwithstanding any of notice hereunderthe above, the Indemnified Party against which such Claim has been asserted Parent shall (upon delivering notice to such effect have control of any action arising from a tax claim to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of extent such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimclaim is reflected on Parent’s tax returns.

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party any action, suit, claim, proceeding, demand, assessment or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding enforcement action is filed or instituted making a claim initiated against any Indemnified Party with respect to a matter subject to indemnity (as defined below) hereunder, such the Indemnified Party shall give written notice (a “Claim Notice”) thereof to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) Indemnifying Party or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case parties as soon promptly as practicable (and in any event within thirty (30) days after such Indemnified Party becomes aware the service of any factthe citation or summons); PROVIDED, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; howeverHOWEVER, that the failure of any Indemnified Party to give timely notice hereunder shall not affect the rights of such party to indemnification hereunder, hereunder except to the extent such Indemnified that the Indemnifying Party is actually prejudiced demonstrates actual damage caused by such failure (to the extent determined by a court of competent jurisdiction)failure. After receipt such notice and a reasonable period of a Claim Notice time to allow for analysis of a Proceedingthe relevant claim, if the Indemnifying Party shall have acknowledge in writing to such Indemnified Party that such Indemnifying Party shall be obligated under the right to defend terms of its indemnity hereunder for all Losses of the Indemnified Party against in connection with such action, suit, claim, proceeding, demand, assessment or enforcement action (subject to the Proceeding at following sentence), then the Indemnifying Party’s expense Party shall be entitled, if it so elects and with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature to take control of the Claim creates an ethical conflict for defense and investigation of such action, suit, claim, proceeding, demand, assessment or enforcement action, and to employ and engage attorneys to handle and defend the same counsel to represent same, at the Indemnifying Party's cost, risk and expense; and the Indemnified Party and shall cooperate in all reasonable respects, at the Indemnifying Party's request and cost, so long as (i) risk, and expense, with the Indemnifying Party notifies and its attorneys in the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice investigation, trial and defense of such action, suit, claim, proceeding, demand, assessment or enforcement action, and any appeal arising therefrom; PROVIDED, HOWEVER, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the such investigation, trial and defense of any such Proceeding defended by the Indemnifying Party action, suit, claim, proceeding, demand, assessment or enforcement action, and any appeal arising therefrom therefrom; and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderPROVIDED, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defenseFURTHER, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and that the Indemnifying Party shall have an obligation to keep the right Indemnified Party apprised of the status of the action, suit, claim, proceeding, demand, assessment or enforcement action, to participate therein at furnish the Indemnified Party with all documents and information that the Indemnified Party shall reasonably request in connection therewith, and to consult with the Indemnified Party prior to acting on major matters involved in such action, suit, claim, proceeding, demand, assessment or enforcement action, including settlement discussions, it being understood that no settlement of any action for which indemnification may be payable hereunder shall be made without the prior written consent of the Indemnified Party. Notwithstanding any other provision of this Article 5, if an Indemnified Party withholds its own costconsent to a settlement or elects to defend any claim, where but for such action the Indemnifying Party could have settled such claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such claim. The Indemnified Party shall provide prompt notice be entitled to defend, settle or proceed in such other manner as it deems fit, in its sole discretion, in connection with any action, suit, claim, proceeding, demand, assessment or enforcement action as to which the Indemnifying Party has not acknowledged its obligations in writing in accordance with the event second sentence of this Section 5.5; and no actions taken by the Indemnified Party in connection therewith shall affect or limit the obligations of the Indemnifying Party pursuant to this Article 5. If the Indemnified Party does not have control over any proceeding described in this Article 5 and the Indemnified Party determines that it desires to settle its claim in such proceeding it shall have the right to do so without the consent of the Indemnifying Party, provided that in such event, the Indemnified Party shall lose the benefits of any compromise or settlement entered into pursuant indemnification provided by this Article 5 with respect to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimsuch proceeding.

Defense of Claims. If a claim for Losses In case any legal action shall be commenced or threatened (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, provided that in the case of an indemnification claim pursuant to Section 9.2(a) or (b) a threatened legal action the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event believes in good faith that an indemnifiable Loss is likely to occur) against an Indemnified Party which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; howevercould result in a Loss, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to promptly notify the extent such Indemnified Indemnifying Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction)in writing. After receipt of a Claim Notice of a Proceedingany such notice, the Indemnifying Party shall have the right right, exercisable by written notice of exercise to defend the Indemnified Party against promptly after receipt of the Proceeding notice provided for in the next preceding sentence, (A) to participate in and (B) assume (and control) the defense of such action, at the Indemnifying Party’s its own expense and with its own counsel, provided such counsel of its choice reasonably is satisfactory to the Indemnified Party. If the Indemnifying Party elects to assume the defense of such action, unless the nature Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action. The Indemnified Party shall have the Claim creates an ethical conflict right to participate in (but not control) the defense of any such action, but the fees and expenses of counsel for the same Indemnified Party shall be at its own expense except as set forth in the following sentence. The Indemnifying Party shall bear the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel due to represent actual or potential conflicting interests between the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides shall not elect to assume the Indemnified Party with evidence reasonably acceptable to defense of the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunderaction, (iii) the Proceeding involves only Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnifying Party in connection with its assumption of the defense of the action within a claim for money damages and no other relief and reasonable time after notice pursuant to the first sentence of this paragraph is delivered to the effect that such action has been commenced or is threatened, or (iv) the Indemnifying Party conducts has authorized the employment of counsel for the Indemnified Party to handle the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and action at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by In no event will the Indemnifying Party and be liable for any appeal arising therefrom and employ settlement or admission of liability with respect to any action without its own counsel in connection therewith. The parties prior written consent, which shall cooperate not be unreasonably withheld, but if settled with each other in connection with any defense and in any notifications to insurers. If such consent, the Indemnifying Party fails shall be liable therefor, subject to promptly the limitations set forth in this Section 7.06. The Indemnifying Party may not settle any liability or claim subject to indemnification pursuant to this Section 7.06 without the consent of the Indemnified Party and diligently on any basis that does not provide for a full release of the Indemnified Party. Any participation in, or assumption of the defense of, any action by an Indemnifying Party shall be without prejudice to the right of the Indemnifying Party, and shall not be construed as a waiver of its right to deny the obligation to indemnify the Indemnified Party. The giving of notice, as above provided, of a loss, damage, cost or expense claimed to be indemnifiable hereunder, to exercise the right, as the same is provided (and limited) herein, to participate in and assume control of the defense against such claim, shall be a prerequisite to any obligation to indemnify; provided, however, that the Indemnified Party’s rights pursuant to this Section 7.06 shall not be forfeited by reason of a failure to give such notice or to cooperate in the defense to the extent such failure does not have a material and adverse effect on the defense of such Proceeding after receipt matter. Notwithstanding any of notice hereunderthe above, the Indemnified Party against which such Claim has been asserted MDEX shall (upon delivering notice to such effect have control of any action arising from a tax claim to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of extent such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimclaim is reflected on MDEX’s tax returns.

Defense of Claims. If a claim for Losses In case any legal action shall be commenced or threatened (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, provided that in the case of an indemnification claim pursuant to Section 9.2(a) or (b) a threatened legal action the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event believes in good faith that an indemnifiable Loss is likely to occur) against an Indemnified Party which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; howevercould result in a Loss, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to promptly notify the extent such Indemnified Indemnifying Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction)in writing. After receipt of a Claim Notice of a Proceedingany such notice, the Indemnifying Party shall have the right right, exercisable by written notice of exercise to defend the Indemnified Party against promptly after receipt of the Proceeding notice provided for in the next preceding sentence, (A) to participate in and (B) assume (and control) the defense of such action, at the Indemnifying Party’s its own expense and with its own counsel, provided such counsel of its choice reasonably is satisfactory to the Indemnified Party. If the Indemnifying Party elects to assume the defense of such action, unless the nature Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action. The Indemnified Party shall have the Claim creates an ethical conflict right to participate in (but not control) the defense of any such action, but the fees and expenses of counsel for the same Indemnified Party shall be at its own expense except as set forth in the following sentence. The Indemnifying Party shall bear the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel due to represent actual or potential conflicting interests between the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides shall not elect to assume the Indemnified Party with evidence reasonably acceptable to defense of the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunderaction, (iii) the Proceeding involves only Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnifying Party in connection with its assumption of the defense of the action within a claim for money damages and no other relief and reasonable time after notice pursuant to the first sentence of this paragraph is delivered to the effect that such action has been commenced or is threatened, or (iv) the Indemnifying Party conducts has authorized the employment of counsel for the Indemnified Party to handle the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and action at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by In no event will the Indemnifying Party and be liable for any appeal arising therefrom and employ settlement or admission of liability with respect to any action without its own counsel in connection therewith. The parties prior written consent, which shall cooperate not be unreasonably withheld, but if settled with each other in connection with any defense and in any notifications to insurers. If such consent, the Indemnifying Party fails shall be liable therefor, subject to promptly the limitations set forth in this Section 7.06. The Indemnifying Party may not settle any liability or claim subject to indemnification pursuant to this Section 7.06 without the consent of the Indemnified Party and diligently on any basis that does not provide for a full release of the Indemnified Party. Any participation in, or assumption of the defense of, any action by an Indemnifying Party shall be without prejudice to the right of the Indemnifying Party, and shall not be construed as a waiver of its right to deny the obligation to indemnify the Indemnified Party. The giving of notice, as above provided, of a loss, damage, cost or expense claimed to be indemnifiable hereunder, to exercise the right, as the same is provided (and limited) herein, to participate in and assume control of the defense against such claim, shall be a prerequisite to any obligation to indemnify; provided, however, that the Indemnified Party’s rights pursuant to this Section 7.06 shall not be forfeited by reason of a failure to give such notice or to cooperate in the defense to the extent such failure does not have a material and adverse effect on the defense of such Proceeding after receipt matter. Notwithstanding any of notice hereunderthe above, the Indemnified Party against which such Claim has been asserted HUWX shall (upon delivering notice to such effect have control of any action arising from a tax claim to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of extent such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimclaim is reflected on HUWX’s tax returns.

Defense of Claims. If a claim for Losses (a “"Claim”") is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (----------------- ----- an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give written notice (a “"Claim ----- Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case indemnifying party as soon as practicable after such Indemnified ------ Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however8. If any lawsuit or enforcement action is filed against any Indemnified Party hereunder, notice thereof (a "Third Party Notice") shall be given to the indemnifying party ------------------ as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The failure of any Indemnified Party indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced that the indemnifying party demonstrates actual damage caused by such failure (to the extent determined by a court of competent jurisdiction)failure. After receipt of a Claim Notice of a ProceedingThird Party Notice, if the Indemnifying Party indemnifying party shall have acknowledge in writing to the right to defend indemnified party that the Indemnified Party against indemnifying party shall be obligated under the Proceeding at the Indemnifying Party’s expense with counsel terms of its choice reasonably satisfactory to indemnity hereunder in connection with such lawsuit or action, then the Indemnified Partyindemnifying party shall be entitled, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Partyif it so elects, so long as (i) to take control of the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice defense and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety investigation of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, such lawsuit or caused by the Claim or raised in the Proceedingaction, (ii) to employ and engage attorneys of its own choice to handle and defend the Indemnifying Party provides same, at the Indemnified Party with evidence reasonably acceptable indemnifying party's cost, risk and expense unless the named parties to such action or proceeding include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding indemnifying party, and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not to compromise or settle any such Proceeding without claim, which compromise or settlement shall be made only with the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party shall cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; and the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom and employ appoint its own counsel in connection therewiththerefor, at its own cost. The parties shall also cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party indemnifying party fails to promptly and diligently assume the defense of such Proceeding claim within fifteen (15) calendar days after receipt of notice hereunderthe Third Party Notice, the Indemnified Party against which such Claim claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Partyindemnifying party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party claim and the Indemnifying Party indemnifying party shall have the right to participate therein at its own cost. The In the event the Indemnified Party shall provide prompt notice to assumes the Indemnifying defense of the claim, the Indemnified Party in will keep the event indemnifying party reasonably informed of the progress of any such defense, compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimsettlement.

Defense of Claims. If a claim for Losses (a “Claim”) any lawsuit or enforcement action is to be made by a Buyer filed against any Purchaser Indemnified Party or a any Seller Indemnified Party (hereinafter referred to as an “"Indemnified Party”"), written notice thereof describing such lawsuit or if any Proceeding is filed enforcement action in reasonable detail and indicating the amount or instituted making a claim against any good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification to which the Indemnified Party with respect to a matter subject to indemnity is entitled hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case shall be given to the indemnifying Party as soon promptly as practicable (and in any event within ten days after such Indemnified Party becomes aware the service of any fact, condition the citation or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IXsummons); however, provided that the failure of any Indemnified Party to give timely notice hereunder shall not affect such Indemnified Party's rights to indemnification hereunder, except hereunder to the extent that the Indemnified Party demonstrates that the amount the Indemnified Party is entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten days. After such notice, if the indemnifying Party elects to compromise or defend any such asserted liability and to perform its obligations under this SECTION 7.1, then 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 sole cost, risk and expense, and such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceedingshall cooperate in all reasonable respects, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying indemnifying Party’s expense 's sole cost, risk and expense, with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified indemnifying Party and such attorneys in the Indemnifying Partyinvestigation, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice trial, and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, risk and expense, participate in the such investigation, trial and defense of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurerstherefrom. If the Indemnifying indemnifying Party fails promptly notifies the Indemnified Party that it intends to promptly defend the claim and diligently assume the defense of such Proceeding after receipt of notice hereunderto perform its obligations under this SECTION 7.1, the Indemnified Party against shall not pay, settle or compromise such claim without the indemnifying Party's consent, which such Claim has been asserted consent shall (upon delivering notice not be unreasonably withheld. If the indemnifying Party elects not to such effect to defend the Indemnifying claim of the Indemnified Party) have , the right to undertake Indemnified Party may, but shall not be obligated to, defend, or the defense, Indemnified Party may compromise or settlement of such Proceeding with counsel of its own choosing settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at the expense risk, of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimindemnifying Party.

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, the The Indemnifying Party shall have the right to defend any Third Party Claim in the name of the Indemnified Party; provided, however, that if counsel for the Indemnified Party against reasonably advises the Proceeding at Indemnified Party that there are issues which raise conflicts of interest between the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to Party and the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses then the Indemnified Party may suffer resulting fromretain one counsel reasonably satisfactory to it to participate in such defense, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) and the Indemnifying Party provides shall pay the Indemnified reasonable fees and expenses of such counsel; (****). The Party or Parties conducting the defense of any Third Party Claim shall keep the other parties reasonably apprised of significant developments with evidence reasonably acceptable to respect thereto. (****). Notwithstanding the Indemnified Party that foregoing, (i) if the Indemnifying Party will have the financial resources elects not to defend against the Proceeding and fulfill its indemnification obligations hereundersuch Third Party Claim, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and such Third Party Claim at the expense of the Indemnifying Party. The Indemnified Party may; (ii) each party shall remain responsible for, at and control, all litigation with respect to its own cost, participate business pending or threatened in writing immediately prior to the Effective Date; and (iii) in the investigation, trial and defense case of any such Proceeding defended by Third Party Claim that seeks an injunction or equitable relief against the Indemnified Party, the Indemnifying Party shall not be entitled to assume such portion of the defense related thereto; provided that in the case of clauses (i) and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense (iii) and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereundercase where (****), the Indemnified Party against which may not compromise or settle any such Third Party Claim has been asserted shall (upon delivering notice to such effect to without the Indemnifying Party) have ’s prior written consent (not to be unreasonably withheld, conditioned or delayed, it being understood that such consent right shall apply only to the right to undertake monetary Losses for which the defense, compromise or settlement Indemnifying Party may be responsible under this Article XI and not any other terms of such Proceeding settlement for which the Indemnifying Party is not liable under this Agreement); provided, further, that the Indemnifying Party may later participate in any such Third Party Claim with counsel of its choice and at its own choosing at expense. The Indemnifying Party’s right to defend shall include the expense right to compromise or enter into an agreement settling any Third Party Claim; provided that no such compromise or settlement shall obligate the Indemnified Party to make any admission of fault or wrongdoing or to take any action other than the Indemnifying delivery of a customary release relating to such Third Party Claim (it being understood that any such customary release shall fully and unconditionally release the Indemnifying Indemnified Party from any liability related to such Third Party Claim). The Indemnified Party shall have the right to participate therein at employ its own cost. The Indemnified Party shall provide prompt notice to counsel if the Indemnifying Party in the event is entitled to assume and elects to assume such defense of any compromise or settlement entered into pursuant Third Party Claim, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense. For the avoidance of doubt, each Party shall continue to control any claims arising out of proceedings occurring prior to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a ClaimEffective Date.

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of relating to a ProceedingThird Party Claim, the Indemnifying Party shall have the right be entitled, if it so elects by written notice to defend the Indemnified Party, at its own cost, risk and expense, (a) to take control of the defense and investigation of such Third Party against the Proceeding at the Indemnifying Party’s expense with counsel Claim and (b) to employ and engage attorneys of its own choice that are reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for Party to handle and defend the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as if: (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will acknowledges its obligation to indemnify the Indemnified Party for any Damages resulting from such Claim; and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides Claim does not seek to impose any Liability on the Indemnified Party with evidence reasonably acceptable to other than money damages. If the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate conditions set forth in the investigationprevious sentence are not satisfied or, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If if satisfied, the Indemnifying Party fails to promptly and diligently so assume the defense of such Proceeding Third Party Claim within twenty (20) Business Days after receipt of notice hereunderthe Claim Notice, the Indemnified Party against which such Third Party Claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake and control, at the Indemnifying Party’s cost and expense, the defense and investigation, of such Claim. The Indemnified Party shall, with respect to any Third Party Claim, promptly deliver to the Indemnifying Party, but in any event within twenty (20) Business Days after the Indemnified Party’s receipt thereof, copies of all notices, court papers and material correspondence received by the Indemnified Party relating to the Third Party Claim. The party that assumes the defense and investigation of the Third Party Claim in accordance with this Agreement shall keep the other party reasonably informed of the progress of any such defense, compromise or settlement settlement. Notwithstanding the foregoing, the Indemnified Party (or, if the Indemnified Party controls the defense, the Indemnifying Party) may participate in such defense at its own expense. If however (i) the Indemnifying Party has failed to assume and actively conduct the defense of such Proceeding Claim or to employ counsel with counsel of its own choosing at respect thereto; or (ii) in the expense reasonable opinion of the Indemnifying Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party shall have that requires representation by separate counsel, then the right to participate therein at its own costIndemnified Party may employ separate counsel and the fees and expenses of such separate counsel will be paid by the Indemnifying Party. The Indemnified Party shall provide prompt notice provide, at the Indemnifying Party’s cost and expense, such information and documentation that is not subject to the attorney-client privilege or other applicable privilege or under court seal as the Indemnifying Party may reasonably request in order to evaluate its indemnification obligations hereunder in order to determine whether to assume the defense of such Third Party Claim. If the Indemnifying Party chooses to defend any Third Party Claim, all the parties hereto shall reasonably cooperate in the defense or prosecution of such Third Party Claim at the Indemnifying Party’s cost and expense. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making relevant employees available on a mutually convenient basis. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, no Indemnified Party shall admit any liability with respect to, consent to the entry of any judgment, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed in the event circumstance where the Indemnifying Party has not elected to assume (or does not have the right to assume) the defense of such Third Party Claim); provided, that the Indemnified Party will not be required to obtain any consent of the Indemnifying Party to any such admission, consent, settlement, compromise or settlement entered into pursuant discharge of such Claim (and will not prejudice its right to be indemnified with respect to such Claim) if the immediately preceding sentence. Losses shall be paid within five (5) Business Days Indemnifying Party is disputing its obligation or is asserting that it has no obligation to indemnify the Indemnified Party in respect of the final determination of the merits such Claim and amount of a is not defending such Claim.

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party any lawsuit or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding enforcement action is filed or instituted making a claim against any Indemnified Party with respect entitled to a matter subject to the benefit of indemnity hereunder, written notice thereof describing such Indemnified Party shall give notice lawsuit or enforcement action in reasonable detail and indicating the amount (a “Claim Notice”) to (a) the Sellersestimated, in the case of an indemnification claim pursuant to Section 9.2(aif necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (bwhich estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the Buyer, in service of the case of an indemnification claim pursuant to Section 9.2(bcitation or summons) (the “Indemnifying Party”"Notice of Action"), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, provided that the failure of any Indemnified indemnified Party to give timely notice hereunder shall not affect its rights to indemnification hereunder, except hereunder to the extent such Indemnified that the indemnified Party demonstrates that the amount the indemnified Party is actually prejudiced entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days; provided further that a Notice of Action must be sent to the extent determined indemnifying Party within the applicable survival period as provided in Section 10.1 of this Agreement. The indemnifying Party may elect to compromise or defend any such asserted liability and to assume all obligations contained in this Section 11.02 to indemnify the indemnified Party by a court delivery of competent jurisdiction). After receipt notice of a Claim such election ("Notice of a Proceeding, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as Election") within ten (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (1510) days after delivery of the Indemnifying Notice of Action. Upon delivery of the Notice of Election, the indemnifying Party has received shall be entitled to take control of the Claim Notice 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 sole cost, risk and expense, and such indemnified Party shall cooperate in all reasonable respects, at the indemnifying Party's sole cost, risk and expense, with the indemnifying Party and such attorneys in the investigation, trial, and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified indemnified Party may, at its own cost, risk and expense, participate in the such investigation, trial and defense of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurerstherefrom. If the Indemnifying Party fails Notice of Election is delivered to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderindemnified Party, the Indemnified indemnified Party against shall not pay, settle or compromise such claim without the indemnifying Party's consent, which such Claim has been asserted consent shall (upon delivering notice not be unreasonably withheld. If the indemnifying Party elects not to such effect defend the claim of the indemnified Party or does not deliver to the Indemnifying Partyindemnified Party a Notice of Election within ten (10) have days after delivery of the right Notice of Action, the indemnified Party may, but shall not be obligated to undertake defend, or the defense, indemnified Party may compromise or settlement of such Proceeding with counsel of its own choosing settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at the expense risk, of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimindemnifying Party.

Defense of Claims. If a claim for Losses Damages (a “"Claim”") is to be ----------------- ----- made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”)party entitled to indemnification hereunder against the indemnifying party, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter the party claiming such indemnification shall, subject to indemnity hereunderSection 10.3, such Indemnified Party shall give written notice (a “"Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case indemnifying party as soon as ------------ practicable after such Indemnified Party the party entitled to indemnification becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification may be sought under this Article IX; howeverSection 10.4. If any lawsuit or enforcement 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 calendar days after the service of the citation or summons). The failure of any Indemnified Party indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced that the indemnifying party demonstrates actual damage caused by such failure (failure. After such notice, if the indemnifying party shall acknowledge in writing to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, indemnified party that the Indemnifying Party indemnifying party shall have be obligated under the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel terms of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations indemnity hereunder in connection with such Proceeding without giving prior written notice to lawsuit or action, then the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party mayindemnifying party shall be entitled, if it so elects at its own cost, participate in risk and expense, (i) to take control of the investigationdefense and investigation of such lawsuit or action, trial (ii) to employ and defense engage attorneys of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own choice to handle and defend the same unless the named parties to such action or proceeding include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, in connection therewith. The parties which event the indemnified party shall cooperate be entitled, at the indemnifying party's cost, risk and expense, to separate counsel of its own choosing, and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with each other in connection with any defense and in any notifications the written consent of the indemnified party, such consent not to insurersbe unreasonably withheld. If the Indemnifying Party indemnifying party fails to promptly and diligently assume the defense of such Proceeding claim within 15 calendar days after receipt of notice hereunderthe Claim Notice, the Indemnified Party indemnified party against which such Claim claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Partyindemnifying party) have the right to undertake undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such Proceeding with counsel claim on behalf of its own choosing at and for the expense account and risk of the Indemnifying Party indemnifying party; provided, however, that such Claim shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party assumes the defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 10.4 and for any final judgment (subject to any right of appeal), and the Indemnifying Party shall have the right indemnifying party agrees to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event indemnify and hold harmless an indemnified party from and against any Damages by reason of any compromise such settlement or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimjudgment.

Defense of Claims. If a In connection with any claim for Losses (a “Claim”) is giving rise to be made indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”)third party, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such the Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at prompt notice of such claim and the Indemnifying Party’s Party at its sole cost and expense and with counsel of its choice reasonably satisfactory to the Indemnified Party may, upon written notice to the Indemnified Party, unless assume the nature defense of any such claim or legal proceeding if (1) the Claim creates third-party claim does not seek an ethical conflict for the same counsel to represent the injunction or other equitable relief against or adversely affecting a Indemnified Party and the Indemnifying Party, so long as (i2) the Indemnifying Party notifies the Indemnified Party acknowledges in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will its obligation to indemnify the Indemnified Party from and against the entirety of any Losses that may result from the Indemnified Party may suffer resulting fromthird-party claim, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, and (ii3) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable agrees in writing not to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a settle such claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party may, at its own cost, shall be entitled to participate in (but not control) the investigation, trial and defense of any such Proceeding defended by action, with its counsel at its own expense; provided, however, that if there are one or more legal defenses available to the Indemnified Party that conflict with those available to the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If Party, or the Indemnifying Party fails to promptly and take reasonable steps necessary to defend diligently the claim after receiving notice from the Indemnified Party that it believes that the Indemnifying Party has failed to do so, the Indemnified Party may assume the defense of such Proceeding after receipt claim; and provided further, that the Indemnified Party may not settle such claim without the prior written consent of notice hereunderthe Indemnifying Party, which consent may not be unreasonably withheld. If the Indemnified Party assumes the defense of the claim, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to be reimbursed by the Indemnifying Party) have Party on a monthly basis for reasonable fees and expenses of counsel retained by the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Indemnified Party and the Indemnifying Party shall have the right be entitled to participate therein in (but not control) the defense of such claim, with its counsel at its own costexpense. The Indemnified Party shall provide prompt notice to If the Indemnifying Party thereafter seeks to question the manner in which the event Indemnified Party defended such third party claim or the amount or nature of any compromise or settlement entered into pursuant such settlement, the Indemnifying Party shall have the burden to the immediately preceding sentence. Losses shall be paid within five (5) Business Days prove, by a preponderance of the final determination evidence, that the Indemnified Party did not defend or settle such third-party claim in a reasonable, prudent manner. The parties agree to render, without compensation, to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other, including providing such documents and records as may be pertinent and the merits time and amount attention of a Claimsuch personnel as may reasonably be necessary, in order to ensure the proper and adequate defense of any action , suit or proceeding, whether or not subject to indemnification hereunder.

Defense of Claims. If a claim for Losses Damages (a “"Claim”") is to be made by a Buyer Indemnified Party or a Seller Indemnified Party party entitled to indemnification hereunder (an “the "Indemnified Party”") against the party from whom indemnification is claimed (the "Indemnifying Party"), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such the Indemnified Party shall give written notice (a “"Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case Party as soon as practicable after such the Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification may be sought under this Article IX; howeverSection 10.2. If any lawsuit or enforcement 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 ten (10) business days after the service of the citation or summons). The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. Notwithstanding the foregoing, a Claim Notice that relates to a representation or warranty that is subject to a survival period set forth in Section 10.1 must be made within such survival period, whether or not the Indemnifying Party is prejudiced by any failure to give the Claim Notice. The Claim Notice shall describe in reasonable detail the nature of the Claim, including an estimate of the amount of Damages that have been or may be suffered or incurred by the Indemnified Party is actually prejudiced by attributable to such failure (Claim, the basis of the Indemnified Party's request for indemnification under the Agreement and all information in the Indemnified Party's possession relating to the extent determined by a court of competent jurisdiction)such Claim. After receipt of a such Claim Notice of a ProceedingNotice, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Partybe entitled, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, if it so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party mayelects, at its own cost, participate in risk and expense, (i) to take control of the investigation, trial defense and defense investigation of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom (ii) to employ and employ engage attorneys of its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense choice to handle and in any notifications to insurersdefend the same. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding Claim within ten (10) business days after receipt of notice hereunderthe Claim Notice, the Indemnified Party against which such Claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake undertake, at the Indemnifying Party's cost and expense, the defense, compromise or settlement of such Proceeding with counsel Claim on behalf of and for the account and risk of the Indemnifying Party; provided, however, that such Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnified Party assumes the defense of the Claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. Notwithstanding the foregoing, the Indemnified Party shall be entitled to conduct its own choosing defense at the cost and expense of the Indemnifying Party if the Indemnified Party establishes that the conduct of its defense by the Indemnifying Party would reasonably be likely to prejudice materially the Indemnified Party due to a conflict of interest between the Indemnified Party and the Indemnifying Party; and provided further that in any event the Indemnified Party shall have the right to may participate therein in such defense at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimexpense.

Defense of Claims. If a In connection with any claim for Losses that may give ----------------- rise to indemnity under this Section 10 resulting from or arising out of any claim or Proceeding (a “Claim”as defined below) is to be made against an Indemnitee by a Buyer Indemnified person or entity that is not a party hereto, the Indemnifying Party or a Seller Indemnified Party may but shall not be obligated to (an “Indemnified Party”unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding if any Proceeding is filed or instituted making a claim against any Indemnified the Indemnifying Party with respect to a matter subject such claim or Proceeding acknowledges to the Indemnitee the Indemnitee's right to indemnity pursuant hereto to the extent provided herein (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party will be financially able to satisfy such claim to the extent provided herein if such claim or Proceeding is decided adversely; provided, -------- however, that nothing set forth herein shall be deemed to require the ------- Indemnifying Party to waive any crossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall give notice (a “Claim Notice”) be entitled to (a) retain separate counsel, reasonably acceptable to the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such if the Indemnified Party becomes aware shall reasonably determine, upon the written advice of any factcounsel, condition that an actual or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, potential conflict of interest exists between the failure of any Indemnifying Party and the Indemnified Party in connection with such Proceeding. The Indemnifying Party shall be obligated to give timely notice hereunder shall not affect rights to indemnification hereunder, except pay the reasonable fees and expenses of such separate counsel to the extent such the Indemnified Party is actually prejudiced entitled to indemnification by the Indemnifying Party with respect to such failure (to claim or Proceeding under this Section 10.4. If the extent determined by a court Indemnifying Party assumes the defense of competent jurisdiction). After receipt of a Claim Notice of a any such claim or Proceeding, the Indemnifying Party shall have select counsel reasonably acceptable to such Indemnitee to conduct the right to defend defense of such claim or Proceeding, shall take all steps reasonably necessary in the Indemnified Party against defense or settlement thereof and shall at all times diligently and promptly pursue the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) resolution thereof. If the Indemnifying Party notifies shall have assumed the Indemnified Party defense of any claim or Proceeding in writing within fifteen (15) days after accordance with this Section 10.4, the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature shall be authorized to consent to a settlement of, or caused by the Claim entry of any judgment arising from, any such claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of such Indemnitee, not to be unreasonably withheld; provided, however, that the Indemnified Indemnifying Party shall pay or enter into cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; provided, further, that the Indemnifying Party shall not be authorized to encumber any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Partyassets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided, further, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, directors, officers, employees and agents with respect to such claim, including any reasonably foreseeable collateral consequences thereof. The Indemnified Party may, at its own cost, Such Indemnitee shall be entitled to participate in (but not control) the investigation, trial and defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party in the defense of any claim or Proceeding being defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications pursuant to insurersthis Section 10.4. If the Indemnifying Party fails to promptly and diligently does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 10.4, such Indemnitee may defend against such claim or Proceeding in such manner as it reasonably may deem appropriate, including settling such claim or proceeding after receipt giving reasonable notice of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect same to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of on such Proceeding with counsel of its own choosing at the expense of the terms as such Indemnitee may deem appropriate. If any Indemnifying Party and seeks to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, such Indemnifying Party shall have the right burden to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days prove by a preponderance of the final determination of the merits and amount of evidence that such Indemnitee did not defend such claim or Proceeding in a Claimreasonably prudent manner.

Defense of Claims. If a claim for Losses In case any legal action shall be commenced or threatened (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, provided that in the case of a threatened legal action the Indemnified Party believes in good faith that an indemnification claim pursuant indemnifiable Loss is likely to Section 9.2(aoccur) or against an Indemnified Party that could result in a Loss, the Indemnified Party shall promptly notify the Indemnifying Party in writing. The Indemnifying Party shall have the right, exercisable by written notice promptly after receipt of the notice, (bA) to participate in and (B) assume (and control) the Buyerdefense of the action, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”)at its own expense and with its own counsel, in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may provided counsel is reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except satisfactory to the extent such Indemnified Party. If the Indemnifying Party is actually prejudiced by such failure (elects to assume the extent determined by a court defense of competent jurisdiction). After receipt of a Claim Notice of a Proceedingthe action, the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events and the Indemnified Party shall have the right to defend participate in (but not control) the defense of the action. However, the Indemnified Party against shall bear its own expenses of participation except as set forth in the Proceeding at following sentence. The Indemnifying Party shall bear the Indemnifying Party’s expense with reasonable fees and expenses of counsel of its choice reasonably satisfactory to retained by the Indemnified Party, unless Party if (i) the nature of the Claim creates an ethical conflict for the same Indemnified Party shall have retained counsel due to represent actual or potential conflicting interests between the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides shall not elect to assume the Indemnified Party with evidence reasonably acceptable to defense of the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunderaction, (iii) the Proceeding involves only a claim for money damages and no other relief and Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party, or (iv) the Indemnifying Party conducts has authorized the employment of counsel for the Indemnified Party to handle the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and action at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by In no event will the Indemnifying Party and be liable for any appeal arising therefrom and employ settlement or admission of liability with respect to any action without its own counsel in connection therewith. The parties prior written consent, which shall cooperate not be unreasonably withheld, but if settled with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderthis consent, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have be liable for payment of the settlement or judgment amount, subject to the limitations set forth in this Section 9. The Indemnifying Party may not settle any liability or claim subject to indemnification pursuant to this Section 9 without the consent of the Indemnified Party and on any basis that does not provide for a full release of the Indemnified Party. Any participation in, or assumption of the defense of, any action by an Indemnifying Party shall be without prejudice to the right of the Indemnifying Party, and shall not be construed as a waiver of its right to participate therein at its own costdeny the obligation to indemnify the Indemnified Party. The giving of notice of a loss, damage, cost or expense claimed to be indemnifiable shall be a prerequisite to any obligation to indemnify. However, the Indemnified Party Party’s rights pursuant to this Section 9 shall provide prompt not be forfeited by reason of a failure to give the required notice or to cooperate in the defense to the Indemnifying Party in extent the event of any compromise or settlement entered into pursuant to failure does not have a material and adverse effect on the immediately preceding sentence. Losses shall be paid within five (5) Business Days defense of the final determination of the merits and amount of a Claimmatter.

Defense of Claims. If a claim for Losses Buyer Damages or Seller Damages (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”party entitled to indemnification hereunder against the indemnifying party, the party claiming such indemnification shall, subject to Section 7(e)(i), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give written notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case indemnifying party as soon as practicable after such Indemnified Party the party entitled to indemnification becomes aware of any fact, condition or event which may reasonably give rise to Losses damages for which indemnification may be sought under this Article IX; howeverSection 7(e). If any 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 calendar days after the service of the citation or summons). The failure of any Indemnified Party indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced that the indemnifying party demonstrates actual damage caused by such failure (to the extent determined by a court of competent jurisdiction)failure. After receipt of a Claim Notice of a ProceedingThe indemnifying party shall be entitled, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding if it so elects at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Partyown cost and expense, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) to take control of the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice defense and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety investigation of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceedingsuch Action, (ii) to employ and engage attorneys of its own choice to handle and defend the Indemnifying Party provides same unless the Indemnified Party with evidence reasonably acceptable named parties to such action or proceeding include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the Indemnified Party that indemnifying party, in which event the Indemnifying Party will have the financial resources indemnified party shall be entitled to defend against the Proceeding separate counsel of its own choosing, and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not to compromise or settle any such Proceeding without claim, which compromise or settlement shall be made only with the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurersindemnified party which consent cannot be unreasonably withheld. If the Indemnifying Party indemnifying party fails to promptly and diligently assume the defense of such Proceeding Claim within 15 business days after receipt of notice hereunderthe Claim Notice, the Indemnified Party indemnified party against which such Claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Partyindemnifying party) have the right to undertake undertake, at the indemnifying party’s cost and expense, the defense, compromise or settlement of such Proceeding with counsel claim on behalf of its own choosing at and for the account and expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own costindemnifying party. The Indemnified Party indemnifying party shall provide prompt notice to the Indemnifying Party in the event be liable for any settlement of any compromise or settlement entered into action effected pursuant to the immediately preceding sentence. Losses shall be paid within five and in accordance with this Section 7(e)(iv) and for any final judgment (5) Business Days subject to any right of the final determination of the merits and amount of a Claimappeal).

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer The Indemnified Party or a Seller Indemnified may initially undertake the defense of any third party Loss Claim (at the expense of the Indemnifying Party) until the Indemnifying Party (an “Indemnified Party”), or if any Proceeding has acknowledged in writing that the Indemnifying Party is filed or instituted making a claim against any indemnifying the Indemnified Party with respect to a matter subject to indemnity hereundersuch Loss Claim, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellerswhether or not involving litigation, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event at which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, point the Indemnifying Party shall have will be entitled to assume the right to defend defense of such Loss Claim; provided that the Indemnified Party against the Proceeding may at the Indemnifying Party’s expense with counsel any time, at its election, participate (including through representation by attorneys of its choice reasonably satisfactory to own) in such defense; provided that such participation shall be at the Indemnified Party, 's own expense unless the nature of the named parties to such Loss Claim creates an ethical conflict for the same counsel to represent (including any impleaded parties), including both the Indemnified Party and the Indemnifying Party, so long as (i) shall have been advised by counsel that there are one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, it being understood, however, that in such case the Indemnifying Party notifies shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys. At the Indemnifying Party's reasonable request, the Indemnified Party in writing within fifteen (15) days after will cooperate with the Indemnifying Party has received in the Claim Notice and that preparation of such defense if the Indemnifying Party will indemnify reimburses the Indemnified Party from and against for the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, reasonable expenses incurred in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party connection with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligentlysuch request. The Indemnifying Party shall not compromise or settle any such Proceeding Loss Claim for consideration other than money without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have not, without the right prior written consent of the Indemnified Party, settle or compromise any claim or consent to participate therein at its own costthe entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all Liability in respect of such Loss Claim. The Indemnified Party shall provide prompt notice to not settle any Loss Claim so long as the Indemnifying Party is reasonably contesting any such Loss Claim in the event of any compromise good faith. The party contesting or settlement entered into pursuant defending a third party Loss Claim shall afford to the immediately preceding sentence. Losses shall other party and its counsel an opportunity to be paid within five (5) Business Days of the final determination of the merits present, and amount of a Claimto participate in conferences with all persons, including governmental authorities, asserting such claims and conferences with representatives or counsel for such persons.

Defense of Claims. If a claim for Losses Damages (a “"Claim”") is to be made ----------------- by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”)party entitled to indemnification hereunder against the indemnifying party, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter the party claiming such indemnification shall, subject to indemnity hereunderSection 10.2, such Indemnified Party shall give written notice (a “"Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case indemnifying party as soon as practicable after such Indemnified Party the party entitled to indemnification becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification may be sought under this Article IX; howeverSection 10.3. If any lawsuit or enforcement 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 fifteen (15) calendar days after the service of the citation or summons). The failure of any Indemnified Party indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced that the indemnifying party demonstrates actual damage caused by such failure (failure. After such notice, if the indemnifying party shall acknowledge in writing to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, indemnified party that the Indemnifying Party indemnifying party shall have be obligated under the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel terms of its choice reasonably satisfactory to indemnity hereunder in connection with such lawsuit or action, then the Indemnified Partyindemnifying party shall be entitled, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Partyif it so elects, so long as (i) to take control of the Indemnifying Party notifies defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys or accountants of its own choice (which shall be reasonably acceptable to the Indemnified Party indemnified party) to handle and defend the same, at the indemnifying party's cost, risk and expense unless the named parties to such action or proceeding include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld; provided, however, if the remediation or resolution of any such Claim will occur on or at any Facility or is reasonably expected to have a material adverse effect on the indemnified party's business operations, then, notwithstanding the foregoing, the indemnified party shall be entitled to control such remediation or resolution, including without limitation to take control of the defense and investigation of such lawsuit or action, to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense, and to compromise or settle such Claim. If the indemnifying party fails to assume the defense of such claim within fifteen (15) calendar days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderthe Claim Notice, the Indemnified Party indemnified party against which such Claim claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Partyindemnifying party) have the right to undertake undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such Proceeding with counsel claim on behalf of its own choosing at and for the expense account and risk of the Indemnifying Party indemnifying party. In the event the indemnified party assumes the defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 10.3 and for any final judgment (subject to any right of appeal), and the Indemnifying Party shall have the right indemnifying party agrees to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event indemnify and hold harmless an indemnified party from and against any Damages by reason of any compromise such settlement or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimjudgment.

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party any lawsuit or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding enforcement action is filed or instituted making a claim against any Indemnified Party with respect party entitled to a matter subject to the benefit of indemnity hereunder, such Indemnified the Claim Notice thereof shall be given to the representative of the Indemnifying Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon promptly as practicable (and in any event within thirty (30) calendar days after such Indemnified Party becomes aware the service of any fact, condition the citation or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the summons). The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified that the Indemnifying Party is actually prejudiced demonstrates actual damage caused by such failure (to the extent determined by a court of competent jurisdiction)failure. After receipt of a Claim Notice of a Proceedingsuch notice, if the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party acknowledge in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have shall be obligated under the financial resources to defend against terms of the Proceeding and fulfill its indemnification obligations hereunderprovisions hereunder in connection with such lawsuit or action, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) then the Indemnifying Party conducts shall be entitled, if it so elects, (1) to take control of the defense and investigation of such lawsuit or action, (2) to employ and engage attorneys of its own choice to handle and defend the Proceeding actively same, at the Indemnifying Party's cost, risk and diligently. The expense unless the named parties to such action or proceeding include both the Indemnifying Party shall not and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, and (3) to compromise or settle any such Proceeding without claim, which compromise or settlement shall be made only with the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with Party, such Proceeding without giving prior written notice consent not to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurersbe unreasonably withheld. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding claim within fifteen (15) calendar days after receipt of notice hereunderthe Claim Notice, the Indemnified Party against which such Claim claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake undertake, at the Indemnifying Party's cost and expense, the defense, compromise or settlement of such Proceeding with counsel claim on behalf of its own choosing at and for the expense account and risk of the Indemnifying Party. In the event the Indemnified Party assumes the defense of the claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 11.3 and for any final judgment (subject to any right of appeal), and the Indemnifying Party shall have the right agrees to participate therein at its own cost. The indemnify and hold harmless an Indemnified Party shall provide prompt notice to the Indemnifying Party in the event from and against any Damages by reason of any compromise such settlement or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimjudgment.

Defense of Claims. If a claim for Losses (a “"Claim”") ----------------- is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give written notice (a “"Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case indemnifying party as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; howeverSection 9. If any lawsuit or enforcement action is filed against any Indemnified Party hereunder, notice thereof (a "Third Party Notice") shall be given to the ------------------ indemnifying party as promptly as practicable (and in any event within five (5) calendar days after the service of the citation or summons). The failure of any Indemnified Party indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced that the indemnifying party demonstrates actual damage caused by such failure (to the extent determined by a court of competent jurisdiction)failure. After receipt of a Claim Notice Third Party Notice, if the indemnifying party shall acknowledge in writing to the indemnified party that the indemnifying party shall be obligated under the terms of a Proceedingits indemnity hereunder in connection with such lawsuit or action, then the Indemnifying Party indemnifying party shall have be entitled, if it so elects, (i) to take control of the right defense and investigation of such lawsuit or action, (ii) to defend employ and engage attorneys approved by the Indemnified Party against (such approval not to be unreasonably withheld) to handle and defend the Proceeding same, at the Indemnifying Party’s indemnifying party's cost, risk and expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of named parties to such action or proceeding include both the Claim creates an ethical conflict for the same counsel to represent indemnifying party and the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party has been advised in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and by counsel that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party there may suffer resulting from, arising out of, relating to, in the nature of, be one or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable more legal defenses available to the such Indemnified Party that are different from or additional to those available to the Indemnifying Party will have the financial resources to defend against the Proceeding indemnifying party, and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not to compromise or settle any such Proceeding without claim, which compromise or settlement shall be made only with the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with Party, such Proceeding without giving prior written notice consent not to the Indemnified Partybe unreasonably withheld. In all other cases the The Indemnified Party may defend shall cooperate in all reasonable respects with the claim indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or Proceeding with one counsel of its choosing reasonably satisfactory to action and at any appeal arising therefrom; and the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom and employ appoint its own counsel in connection therewiththerefor, at its own cost. The parties shall also cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party indemnifying party fails to promptly and diligently assume the defense of such Proceeding claim within fifteen (15) calendar days after receipt of notice hereunderthe Third Party Notice, the Indemnified Party against which such Claim claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Partyindemnifying party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party claim and the Indemnifying Party indemnifying party shall have the right to participate therein at its own cost; provided, however, that such claim shall not be compromised or -------- ------- settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The In the event the Indemnified Party shall provide prompt notice to assumes the Indemnifying defense of the claim, the Indemnified Party in will keep the event indemnifying party reasonably informed of the progress of any such defense, compromise or settlement entered into pursuant to settlement. Notwithstanding the immediately preceding sentence. Losses foregoing, the indemnifying party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for any and all Indemnified Parties (which firm shall be paid within five (5designated in writing by such Indemnified Party or Parties) Business Days in connection with any one such action or proceeding arising out of the final determination of the merits and amount of a Claimsame general allegations or circumstances.

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller GreenHouse Indemnified Party (an “Indemnified Party”), such Indemnified Party shall give notice (a “Claim Notice”) to the Company (“Indemnifying Party”), as soon as practicable after such Indemnified Party becomes aware of any fact, condition or if event which may give rise to Losses for which indemnification may be sought under this Article VIII. If any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified notice thereof shall be given to the Indemnifying Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon promptly as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IXpracticable; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of such a Claim Notice notice of a Proceeding, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim claim creates an ethical conflict or otherwise makes it inadvisable for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnifying Indemnified Party has received given notice of the Claim Notice and claim or Proceeding that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim claim or raised in the Proceeding, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iiiC) the Proceeding involves only a claim for money damages and no other relief relief, and (ivD) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Partywhose consent shall not be withheld unreasonably. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory acceptable to and the Indemnifying Party at the expense of the Indemnifying Party. The Indemnified Party shall not compromise or settle such Proceeding without the written consent of the Indemnifying Party whose consent shall not be withheld unreasonably. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewiththerefrom. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.

Defense of Claims. If Within thirty (30) Days after the Indemnifying Party receives a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, the Indemnifying Party shall notify the Indemnified Party whether or not the Indemnifying Party will assume responsibility for defense and payment of the Claim. The Indemnified Party is authorized, prior to and during such thirty (30) Day period, to file any motion, pleading or other answer that it deems necessary or appropriate to protect its interests, or those of the Indemnifying Party, and that is not prejudicial to the Indemnifying Party. If the Indemnifying Party elects not to assume responsibility for defense and payment of the Claim, the Indemnified Party may defend against, or enter into any settlement with respect to, the Claim as it deems appropriate without relieving the Indemnifying Party of any indemnification obligations the Indemnifying Party may have with respect to such Claim. The Indemnifying Party's failure to respond in writing to a Claim Notice within the right thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of the Claim. If the Indemnifying Party elects to assume responsibility for defense and payment of the Claim: (a) the Indemnifying Party shall defend the Indemnified Party against the Proceeding at Claim with counsel of the Indemnifying Party’s expense with counsel of its 's choice (reasonably satisfactory acceptable to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and which shall cooperate with the Indemnifying PartyParty in all reasonable respects in such defense), so long as (ib) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of shall pay any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, judgment entered or caused by the Claim or raised in the Proceedingsettlement with respect to such Claim, (iic) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle consent to entry of any such Proceeding without the prior written consent of the Indemnified Party judgment or enter into any settlement negotiations with respect to the Claim that (i) does not include a provision whereby the plaintiff or claimant in connection the matter releases the Indemnified Party from all liability with such Proceeding respect to the Claim or (ii) contains terms that may materially and adversely affect the Indemnified Party (other than as a result of money damages covered by the indemnity), and (d) if the Indemnified Party consents to entry of any judgment or enters into any settlement with respect to the Claim without giving the Indemnifying Party's prior written notice to consent, then the Indemnified PartyParty shall be conclusively deemed to have waived any right to indemnification under this Agreement with respect to such Claim. In all other cases instances the Indemnified Party may defend the claim or Proceeding with one employ separate counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereundera Claim, but the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to bear all fees and expenses of counsel employed by the Indemnifying Indemnified Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.

Defense of Claims. If a claim for Losses (a “Claim”) Damages is to be made by a Buyer Indemnified Party or a Seller Indemnified Party ----------------- party entitled to indemnification hereunder (an “the "Indemnified Party”"), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such the ----------------- Indemnified Party shall give written notice (to the party against whom a “Claim Notice”) claim is to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) be made (the “"Indemnifying Party”), in either case ") as soon as practicable practical after such the Indemnified ------------------ Party becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification may be sought under this Article IXSection 9.6. If any lawsuit or enforcement 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 fifteen (15) days after the service of the citation or summons); howeverprovided, that the -------- failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, hereunder except to the extent such Indemnified that the Indemnifying Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction)failure. After receipt of a Claim Notice of a Proceedingsuch notice, if the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party acknowledge in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have shall be obligated under the financial resources to defend against the Proceeding and fulfill terms of its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations indemnity hereunder in connection with such Proceeding without giving prior written notice lawsuit or action, then 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 and after such time the Indemnifying Party will not, subject to Section 9.7 hereof, as long as it diligently conducts such defense, be liable to the Indemnified Party. In all Party under this Section 9.6 for any fees of other cases counsel or any other expenses with respect to the defense of such proceedings, in each case subsequently incurred by the Indemnified Party may defend in connection with the claim or Proceeding with one counsel defense of its choosing reasonably satisfactory to and at the expense such proceeding, other than reasonable costs of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by provided that the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.shall:

Defense of Claims. If In the event that any claim is asserted against a claim for Losses party to which it is entitled to indemnification hereunder (a “Claim”) is to be made by a Buyer the "Indemnified Party"), the Indemnified Party or a Seller shall promptly after learning of such claim notify the other party (the "Indemnifying Party") thereof in writing; provided, however, that the failure of Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a to give prompt notice of such claim against any Indemnified as aforesaid shall not relieve the obligation of Indemnifying Party with respect to a matter subject such claim. Indemnifying Party shall have the right, by giving written notice to indemnity hereunder, such Indemnified Party shall give notice within ten (a “Claim Notice”10) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable calendar days after such receipt from Indemnified Party becomes aware of any factnotice of such claim, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; howeverconduct at its expense the defense against such claim in its own name, the failure of any Indemnified or, if Indemnifying Party shall fail to give timely notice hereunder such notice, it shall be deemed to have elected not affect rights to indemnification hereunderconduct the defense of the subject claim, except to the extent and in such event Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, the Indemnifying Party shall have the right to defend conduct such defense and to compromise and settle the Indemnified Party against the Proceeding at the claim without prior consent of Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to . In the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the event that Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable elects to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts conduct the defense of the Proceeding actively subject claim, Indemnified Party will cooperate with and diligently. The make available to Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In assistance and materials as may be reasonably requested by it, all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The , and Indemnified Party may, shall have the right at its own cost, expense to participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying provided that Indemnified Party shall have the right to participate therein at its own costcompromise and settle the claim only with the prior written consent of Indemnifying Party. The No legal proceeding in which Indemnified Party is named as a party shall provide prompt notice to the be settled by Indemnifying Party without Indemnified Party's prior written consent unless such settlement or compromise (a) affects no substantive rights of Indemnified Party, (b) involves no admission of fault by Indemnified Party, and (c)creates no obligations or liabilities for Indemnified Party. Any judgment entered or settlement agreed upon in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses manner provided herein shall be paid within five (5) Business Days of the final determination of the merits binding upon Indemnifying Party, and amount of a Claimshall conclusively be deemed to be an obligation with respect to which Indemnified Party is entitled to indemnification hereunder.

Defense of Claims. If a claim for Losses (a “"Claim”") is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give written notice (a “"Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case indemnifying party as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; howeverVIII. If any lawsuit or enforcement action is filed against any Indemnified Party hereunder, notice thereof (a "Third Party Notice") shall be given to the indemnifying party as promptly as practicable (and in any event within five (5) calendar days after the service of the citation or summons). The failure of any Indemnified Party indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced that the indemnifying party demonstrates actual damage caused by such failure (to the extent determined by a court of competent jurisdiction)failure. After receipt of a Claim Notice Third Party Notice, if the indemnifying party shall acknowledge in writing to the indemnified party that the indemnifying party shall be obligated under the terms of a Proceedingits indemnity hereunder in connection with such lawsuit or action, then the Indemnifying Party indemnifying party shall have be entitled, if it so elects, (i) to take control of the right defense and investigation of such lawsuit or action, (ii) to defend employ and engage attorneys approved by the Indemnified Party against (such approval not to be unreasonably withheld) to handle and defend the Proceeding same, at the Indemnifying Party’s indemnifying party's cost, risk and expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of named parties to such action or proceeding include both the Claim creates an ethical conflict for the same counsel to represent indemnifying party and the Indemnified Party and the Indemnifying Party, so long as (i) Indemnified Party has been advised by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party notifies indemnifying party in which case the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.permitted to employ separate

Defense of Claims. If a claim for Losses Damages (a “"Claim”") is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunderIndemnitee, such Indemnified Party Indemnitee shall give written notice (a “"Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case indemnifying party as soon as practicable after such Indemnified Party Indemnitee becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification may be sought under this Article IX; howeverSection 5. If any lawsuit or enforcement action is filed against any Indemnitee hereunder, notice thereof (a "Third Party Notice") shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The failure of any Indemnified Party indemnified party to give timely notice hereunder shall not affect the rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced that the indemnifying party demonstrates actual damage caused by such failure (to the extent determined by a court of competent jurisdiction)failure. After receipt of a Claim Notice of a ProceedingThird Party Notice, if the Indemnifying Party indemnifying party shall have acknowledge in writing to the right to defend indemnified party that the Indemnified Party against indemnifying party shall be obligated under the Proceeding at the Indemnifying Party’s expense with counsel terms of its choice reasonably satisfactory to indemnity hereunder in connection with such lawsuit or action, then the Indemnified Partyindemnifying party shall be entitled, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Partyif it so elects, so long as (i) to take control of the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice defense and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety investigation of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, such lawsuit or caused by the Claim or raised in the Proceedingaction, (ii) to employ and engage attorneys of its own choice to handle and defend the Indemnifying Party provides same, at the Indemnified Party with evidence reasonably acceptable indemnifying party's cost, risk and expense unless the named parties to such action or proceeding include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding indemnifying party, and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not to compromise or settle any such Proceeding without claim, which compromise or settlement shall be made only with the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with indemnified party, such Proceeding without giving prior written notice consent not to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Partybe unreasonably withheld. The Indemnified Party may, at its own cost, participate indemnified party shall cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party therefrom; and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.indemnified party

Defense of Claims. If a claim for Losses Damages (a “Claim”"CLAIM") is to be made by a Buyer Indemnified Party party entitled to indemnification hereunder against the indemnifying party or a Seller Indemnified Party (an “Indemnified Party”)parties, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter the party claiming such indemnification shall, subject to indemnity hereunder, such Indemnified Party shall Section 10.3 give written notice (a “Claim Notice”"CLAIM NOTICE") to the indemnifying party (a) the Sellerswhich, in the case of an indemnification claim pursuant a Claim made by Buyer against Seller may be delivered to Section 9.2(aCoram and, upon delivery, shall be deemed for all purposes to have been delivered to and received by Seller) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party the party entitled to indemnification becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article IX; howeverSection 10.4. If any lawsuit or enforcement 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 fifteen (15) calendar days after the service of the citation or summons). The failure of any Indemnified Party indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced that the indemnifying party demonstrates actual damage caused by such failure (failure. After such notice, if the indemnifying party shall acknowledge in writing to the extent determined by a court indemnified party that the indemnifying party shall be obligated under the terms of competent jurisdiction). After receipt its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects at its own cost, risk and expense, (i) to employee and engage attorneys of a Claim Notice of a Proceeding, the Indemnifying Party shall have the right its own choice to handle and defend the Indemnified Party against same unless the Proceeding named parties to such action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, in which event the indemnified party shall be entitled, at the Indemnifying Party’s expense with indemnifying party's cost, risk and expense, to separate counsel of its choice reasonably satisfactory own choosing, and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the Indemnified Party, unless the nature written consent of the indemnified party or parties, such consent not to be unreasonably withheld, provided, however, if the remediation or resolution of any such Claim creates an ethical conflict for will occur on or at any property or is reasonably expected to have a material adverse effect on the same counsel Business operations of the Partnership, then, notwithstanding the foregoing, the indemnified party shall be entitled to represent control such remediation or resolution, including, without limitation, to take control of the Indemnified Party defense and investigation of such lawsuit or action, to employ and engage attorneys of its own choice to handle and defend the Indemnifying Partysame, so long as (i) at the Indemnifying Party notifies indemnifying parties' cost, risk and expense, and to compromise or settle such Claim. If the Indemnified Party in writing indemnifying party fails to assume the defense of such claim within fifteen (15) calendar days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderthe Claim Notice, the Indemnified Party indemnifying party against which such Claim claim has been asserted shall (will, upon delivering delivery notice to such effect to the Indemnifying Party) indemnifying party, have the right to undertake at the indemnifying party's or parties' cost and expense, the defense, compromise or settlement of such Proceeding with counsel claim on behalf of its own choosing at and for the expense account and risk of the Indemnifying Party indemnifying party; provided, however, that such Claim shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party will keep the indemnifying party assumes the defense of the claim, the indemnified party will keep the indemnifying party or parties reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party or parties shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 10.4 and for any final judgement (subject to any right of appeal), and the Indemnifying Party shall have indemnifying party or parties agree to indemnify and hold harmless the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event indemnified party from and against any Damages by reason of any compromise such settlement or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimjudgement.

Defense of Claims. If a claim for Losses In case any legal action shall be commenced or threatened (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, provided that in the case of a threatened legal action the Indemnified Party believes in good faith that an indemnification claim pursuant indemnifiable Loss is likely to Section 9.2(aoccur) or against an Indemnified Party that could result in a Loss, the Indemnified Party shall promptly notify the Indemnifying Party in writing. The Indemnifying Party shall have the right, exercisable by written notice promptly after receipt of the notice, (bA) to participate in and (B) assume (and control) the Buyerdefense of the action, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”)at its own expense and with its own counsel, in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may provided counsel is reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except satisfactory to the extent such Indemnified Party. If the Indemnifying Party is actually prejudiced by such failure (elects to assume the extent determined by a court defense of competent jurisdiction). After receipt of a Claim Notice of a Proceedingthe action, the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events and the Indemnified Party shall have the right to defend participate in (but not control) the defense of the action. However, the Indemnified Party against shall bear its own expenses of participation except as set forth in the Proceeding at following sentence. The Indemnifying Party shall bear the Indemnifying Party’s expense with reasonable fees and expenses of counsel of its choice reasonably satisfactory to retained by the Indemnified Party, unless Party if (i) the nature of the Claim creates an ethical conflict for the same Indemnified Party shall have retained counsel due to represent actual or potential conflicting interests between the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides shall not elect to assume the Indemnified Party with evidence reasonably acceptable to defense of the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunderaction, (iii) the Proceeding involves only a claim for money damages and no other relief and Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party, or (iv) the Indemnifying Party conducts has authorized the employment of counsel for the Indemnified Party to handle the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and action at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by In no event will the Indemnifying Party and be liable for any appeal arising therefrom and employ settlement or admission of liability with respect to any action without its own counsel in connection therewith. The parties prior written consent, which shall cooperate not be unreasonably withheld, but if settled with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderthis consent, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have be liable for payment of the settlement or judgment amount, subject to the limitations set forth in this Section 7. The Indemnifying Party may not settle any liability or claim subject to indemnification pursuant to this Section 7 without the consent of the Indemnified Party and on any basis that does not provide for a full release of the Indemnified Party. Any participation in, or assumption of the defense of, any action by an Indemnifying Party shall be without prejudice to the right of the Indemnifying Party, and shall not be construed as a waiver of its right to participate therein at its own costdeny the obligation to indemnify the Indemnified Party. The giving of notice of a loss, damage, cost or expense claimed to be indemnifiable shall be a prerequisite to any obligation to indemnify. However, the Indemnified Party Party’s rights pursuant to this Section 7 shall provide prompt not be forfeited by reason of a failure to give the required notice or to cooperate in the defense to the Indemnifying Party in extent the event of any compromise or settlement entered into pursuant to failure does not have a material and adverse effect on the immediately preceding sentence. Losses shall be paid within five (5) Business Days defense of the final determination of the merits and amount of a Claimmatter.

Defense of Claims. If a claim for Losses and Expenses (a “an ----------------- "Indemnification Claim”") is to be made by a Buyer Indemnified Party or a Seller Indemnified Party party entitled to indemnification --------------------- hereunder against the indemnifying party, the party claiming such indemnification shall give written notice (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “"Indemnification Claim Notice”") to (a) ---------------------------- the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case indemnifying party as soon as practicable after such Indemnified Party the party entitled to indemnification becomes aware of any fact, condition or event which may reasonably give rise to Losses and Expenses for which indemnification may be sought under this Article IX; howeverSection 9.3. If any lawsuit or enforcement 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 fifteen (15) calendar days after the service of the citation or summons). The failure of any Indemnified Party indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced that the indemnifying party demonstrates actual damage caused by such failure (failure. After such Indemnification Claim Notice, if the indemnifying party shall acknowledge in writing to the extent determined by a court indemnified party that the indemnifying party shall be obligated under the terms of competent jurisdiction). After receipt its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of a Claim Notice the defense and investigation of a Proceedingsuch lawsuit or action, the Indemnifying Party shall have the right (ii) to employ and engage attorneys of its own choice to handle and defend the Indemnified Party against same unless the Proceeding named parties to such action or proceeding include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, in which event the indemnified party shall be entitled, at the Indemnifying Party’s expense with indemnifying party's cost, risk and expense, to separate counsel of its choice reasonably satisfactory own choosing, and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the Indemnified Party, unless the nature written consent of the Claim creates an ethical conflict for indemnified party, such consent not to be unreasonably withheld. If the same counsel indemnifying party fails to represent assume the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing defense of such claim within fifteen (15) calendar days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderthe Indemnification Claim Notice, the Indemnified Party indemnified party against which such Claim claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Partyindemnifying party) have the right to undertake undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such Proceeding with counsel claim on behalf of its own choosing at and for the expense account and risk of the Indemnifying Party indemnifying party. In the event the indemnified party assumes the defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 9.3 and for any final judgment (subject to any right of appeal), and the Indemnifying Party shall have the right indemnifying party agrees to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event indemnify and hold harmless an indemnified party from and against any Losses and Expenses by reason of any compromise such settlement or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimjudgment.

Defense of Claims. If a Whenever any claim shall arise for Losses indemnification hereunder, the party entitled to indemnification (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “the "Indemnified Party”)") shall promptly notify the other party (the "Indemnifying Party") of the claim and, or if any Proceeding is filed or instituted making a claim against any when known, the facts constituting the basis for such claim. The Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to a matter subject such portion of the claim as to indemnity hereunder, such Indemnified Party shall give notice which (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent such to which) the Indemnifying Party's ability to defend has been prejudiced by the Indemnified Party's failure to provide prompt notice of a claim. The Indemnifying Party may, upon written notice to the Indemnified Party within 30 calendar days of receipt of the notice specified in the first sentence of this paragraph, assume the defense of any such claim, or any discrete portion of a claim if the Indemnifying Party acknowledges to the Indemnified Party the Indemnified Party's right to indemnity pursuant hereto in respect of the entirety of such claim, or the relevant portion; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in this sentence, file any motion, answer or other pleadings or take any other 36 45 action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests and not unreasonably prejudicial to the Indemnifying Party (it being understood and agreed that, if an Indemnified Party takes any such action that is actually prejudiced by such failure (unreasonably prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder to the extent determined it is prejudiced by a court of competent jurisdictionthe Indemnified Party's action). After receipt If the Indemnifying Party assumes the defense of a Claim Notice of a Proceedingany such claim, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with select nationally recognized counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same or counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that to conduct the defense of such claim, and shall take reasonable steps in the defense or settlement thereof. If the Indemnifying Party will shall have assumed the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunderdefense of any claim in accordance with this Section 9.2, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts shall be authorized to consent to a settlement of, or the defense entry of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any judgment arising from, any such Proceeding claim, without the prior written consent of the Indemnified Party or enter into (but only with the written consent of the Indemnified Party, which consent will not be unreasonably withheld, in the case of any settlement negotiations that provides for any relief other than the payment of monetary damages as to which the Indemnified Party will be indemnified in connection full or that does not provide for the release of the Indemnified Party from all liability); provided, however, that the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; provided, further, that the Indemnifying Party shall not be authorized to encumber any of the assets of the Indemnified Party or to agree to any restriction that would apply to the Indemnified Party or to its conduct of business; provided, further, that if such Proceeding without giving prior written settlement does not contain a complete release of the Indemnified Party with respect to such claim, the Indemnifying Party shall continue to be obligated to indemnify the Indemnified Party with respect to such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense, except that the Indemnifying Party will pay the costs and expenses of such separate counsel if a conflict or potential conflict exists between the Indemnifying Party and Indemnified Party which makes representation of both parties inappropriate under applicable standards of professional conduct. The Indemnified Party shall, and shall cause each of its Affiliates, officers, employees, consultants and agents, to cooperate fully with the Indemnifying Party at the Indemnifying Party's expense in the defense of any claim pursuant to this Section 9.2. If the Indemnifying Party does not assume and timely pursue the defense of any claim resulting therefrom in accordance with the terms of this Section 9.2, the Indemnified Party following notice to the Indemnified Indemnifying Party may defend against such claim in such manner as it may reasonably deem appropriate, including settling such claim after giving notice of the same to the Indemnifying Party. In all other cases , on such terms as the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and deem appropriate at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in Notwithstanding the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderforegoing, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to may retain or take over the Indemnifying Party) have control of the right to undertake the defense, compromise defense or settlement of such Proceeding with counsel any claim against the Indemnified Party the defense of which the Indemnified Party has elected to control if the Indemnified Party irrevocably waives its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own costindemnity under Section 9.1 with respect to such claim. The Indemnified Party In the case of claims or matters where both parties are potentially liable in accordance with Section 6.11, the parties shall provide prompt notice to reasonably cooperate with the Indemnifying Party defense and settlement of such matters and in the event case of any compromise or settlement entered into pursuant material disagreement will submit their disagreement for final resolution to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claiman appropriate independent consultant.

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give written notice (a “Claim Notice”) to (a) the SellersSeller, in the case of an indemnification claim pursuant to Section 9.2(a7.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b7.2(b) (the “Indemnifying Party”), in either case such case, as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX7; provided, however, that the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnifying Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). If any Proceeding is filed or instituted by a third party making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, notice thereof shall be given to the Indemnifying Party as promptly as practicable; provided, however, that the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnifying Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of such a Claim Notice notice of a Proceeding, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen ten (1510) calendar days after the Indemnifying Indemnified Party has received given notice of the Claim Notice and claim or Proceeding that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding does not involve criminal liability and only involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding or consent to the entry of any judgment related to such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases and if the nature of the Claim creates an ethical conflict or otherwise makes it inadvisable for the same counsel to represent the Indemnified Party and the Indemnifying Party (including, without limitation, if there may be one or more legal defenses (x) available to the Indemnified Party which are not available to the Indemnifying Party or (y) available to the Indemnifying Party, the assertion of which would be adverse to the interests of the Indemnified Party), the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding diligently defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties Parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If Without limiting the generality of the foregoing, if the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a claim for Losses party to this Agreement or any Affiliate of a party to this Agreement (a “"Third Party Claim”") with respect to which indemnification is to be made by a Buyer Indemnified Party or a Seller Indemnified Party sought from the party required to provide indemnification under this Agreement (an “Indemnified the "Indemnifying Party”"), or if the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any Proceeding is filed or instituted making event not later than ten (10) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail, include a claim against any Indemnified Party copy of all papers served with respect to a matter subject to indemnity hereundersuch claim (if any) and will indicate the estimated amount, such Indemnified Party shall give notice (a “Claim Notice”) to (a) if practicable, of the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) Indemnifiable Loss that has been or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought sustained by the Indemnitee. The Indemnifying Party will have the right to participate in or, by giving written notice to the Indemnitee certifying that the Indemnifying Party does not dispute its potential liability to the Indemnitee under this Article IX; however, to elect to assume the failure defense of any Indemnified Third Party to give timely notice hereunder Claim at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, which shall not affect rights to indemnification hereunder, except be reasonably acceptable to the extent Indemnitee, and the Indemnitee will cooperate in good faith in such Indemnified Party is actually prejudiced by such failure (to defense at the extent determined by a court of competent jurisdiction)Indemnifying Party's expense. After receipt of a Claim Notice of a ProceedingNotwithstanding the foregoing, the Indemnifying Party shall have the right not be entitled to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict control and assume responsibility for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt claim or liability if, in the good faith opinion of notice hereundersuch Indemnitee, there exists a conflict of interest such that it is advisable for such Indemnitee to retain control of such proceeding or such claim or liability involves the possibility of criminal sanctions or criminal liability to such Indemnitee. In such circumstances, the Indemnified Party against which such Claim has been asserted Indemnitee shall (upon delivering notice be entitled to such effect to control and assume responsibility for the Indemnifying Party) have the right to undertake the defense, compromise or settlement defense of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party claim or liability and the Indemnifying Party shall have pay the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event reasonable costs and expenses of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimsuch defense.

Defense of Claims. If a claim for Losses Damages (a “"Claim”") is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”)indemnified party hereunder against the indemnifying party, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party the indemnified party shall give written notice (a “"Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case indemnifying party as soon as practicable after such Indemnified Party the indemnified party becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification may be sought under this Article IX; howeverSection 10.2. If any lawsuit or enforcement action is filed against an indemnified party, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The failure of any Indemnified Party indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced that the indemnifying party have been damaged by such failure (failure. After such notice, if the indemnifying party shall acknowledge in writing to the extent determined by a court 52 57 indemnified party that the indemnifying party shall be obligated under the terms of competent jurisdiction). After receipt their indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if they so elect at their own cost, risk and expense, (i) to take control of a Claim Notice the defense and investigation of a Proceedingsuch lawsuit or action, (ii) to employ and engage attorneys of their own choice, but, in any event, reasonably acceptable to the Indemnifying Party shall have the right indemnified party, to handle and defend the Indemnified Party against same unless the Proceeding named parties to such action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, in which event the indemnified party shall be entitled, at the Indemnifying Party’s expense with indemnifying party's cost, risk and expense, to separate counsel of its choice reasonably satisfactory own choosing and (iii) to compromise or settle such lawsuit or action, which compromise or settlement shall be made only with the Indemnified Party, unless the nature written consent of the Claim creates an ethical conflict for indemnified party, such consent not to be unreasonably withheld. If the same counsel indemnifying party fails to represent assume the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing defense of such lawsuit or action within fifteen (15) calendar days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderthe Claim Notice, the Indemnified Party indemnified party against which such Claim lawsuit or action has been asserted shall will (upon delivering notice to such effect to the Indemnifying Partyindemnifying party) have the right to undertake undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such Proceeding with counsel lawsuit or action on behalf of its own choosing at and for the expense account and risk of the Indemnifying Party indemnifying party; provided, however, that such lawsuit or action shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. If the indemnified party settles or compromises such lawsuit or action without the prior written consent of the indemnifying party, the indemnifying party will bear no liability hereunder for or with respect to such lawsuit or action. In the event the indemnified party assumes the defense of the lawsuit or action, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 10.2 and for any final judgment (subject to any right of appeal) and the Indemnifying Party shall have the right indemnifying party agrees to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event indemnify and hold harmless an indemnified party from and against any Damages by reason of any compromise such settlement or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a ClaimJudgment.

Defense of Claims. If a In connection with any claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought indemnity under this Article IX; however, the failure 7 resulting from or arising out of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined claim or proceeding against an Indemnitee by a court of competent jurisdiction). After receipt of person that is not a Claim Notice of a Proceedingparty hereto, the Indemnifying Party shall have the right (unless such Indemnitee elects not to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory seek indemnity hereunder for such claim), upon written notice to the Indemnified Partyrelevant Indemnitee, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts assume the defense of the Proceeding actively and diligentlyany such claim or proceeding. The Indemnifying Party shall not compromise select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or settle any such Proceeding without proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent of the Indemnified Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party or will not enter into any settlement negotiations in connection with such Proceeding without giving of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense consent of the Indemnifying Party. The Indemnified Party may, at its own costwhich consent shall not be unreasonably withheld, participate in the investigation, trial and defense Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications unless the Indemnifying Party has, after written notice, failed or refused to insurersacknowledge responsibility for or defend such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 7.3. If the Indemnifying Party fails to promptly and diligently assume discharge or undertake to defend against such liability, upon receipt of written notice from the defense Indemnitee of such Proceeding after receipt of notice hereunderfailure, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right thirty (30) days to participate therein at its own costcure such failure by prosecuting such a defense. The Indemnified Party shall provide prompt notice to If the Indemnifying Party in fails to do so within such cure period, then the event of any compromise or Indemnitee may settle the same and the Indemnifying Party’s liability to the Indemnitee shall be conclusively established by such settlement provided that such settlement is entered into pursuant to on commercially reasonable terms and conditions, the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimsuch liability to include both the settlement consideration and the costs and expenses (including attorneys’ fees) incurred by the Indemnitee in effecting such settlement.

Defense of Claims. If Within thirty (30) Days after the Indemnifying Party receives a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, the Indemnifying Party shall notify the Indemnified Party whether or not the Indemnifying Party will assume responsibility for defense and payment of the Claim. The Indemnified Party is authorized, prior to and during such thirty (30) Day period, to file any motion, pleading or other answer that it deems necessary or appropriate to protect its interests, or those of the Indemnifying Party, and that is not prejudicial to the Indemnifying Party. If the Indemnifying Party elects not to assume responsibility for defense and payment of the Claim, the Indemnified Party may defend against, or enter into any settlement with respect to, the Claim as it deems appropriate without relieving the Indemnifying Party of any indemnification obligations the Indemnifying Party may have with respect to such Claim. The Indemnifying Party’s failure to respond in writing to a Claim Notice within the right thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of the Claim. If the Indemnifying Party elects to assume responsibility for defense and payment of the Claim: (a) the Indemnifying Party shall defend the Indemnified Party against the Proceeding at Claim with counsel of the Indemnifying Party’s expense with counsel of its choice (reasonably satisfactory acceptable to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and which shall cooperate with the Indemnifying PartyParty in all reasonable respects in such defense), so long as (ib) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of shall pay any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, judgment entered or caused by the Claim or raised in the Proceedingsettlement with respect to such Claim, (iic) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle consent to entry of any such Proceeding without the prior written consent of the Indemnified Party judgment or enter into any settlement negotiations with respect to the Claim that (i) does not include a provision whereby the plaintiff or claimant in connection the matter releases the Indemnified Party from all liability with such Proceeding respect to the Claim or (ii) contains terms that may materially and adversely affect the Indemnified Party (other than as a result of money damages covered by the indemnity), and (d) if the Indemnified Party consents to entry of any judgment or enters into any settlement with respect to the Claim without giving the Indemnifying Party’s prior written notice to consent, then the Indemnified PartyParty shall be conclusively deemed to have waived any right to indemnification under this Agreement with respect to such Claim. In all other cases instances the Indemnified Party may defend the claim or Proceeding with one employ separate counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereundera Claim, but the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to bear all fees and expenses of counsel employed by the Indemnifying Indemnified Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.

Defense of Claims. If a claim for Losses damages (a “"Claim”") is to be made by a Buyer Indemnified Party or a Seller Indemnified Party party entitled to indemnification hereunder (an “the "Indemnified Party”") against the party from whom indemnification is claimed (the "Indemnifying Party"), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such the Indemnified Party shall give written notice (a “"Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case Party as soon as practicable after such the Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification may be sought under this Article IX; howeverSection 9.2. If any lawsuit or enforcement 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 ten business days after the service of the citation or summons. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. Notwithstanding the foregoing, a Claim Notice that relates to a representation or warranty that is subject to a survival period set forth in Section 9.1 must be made within such survival period, whether or not the Indemnifying Party is prejudiced by any failure to give the Claim Notice. To the extent then known by the Indemnifying Party, the Claim Notice shall describe in reasonable detail the nature of the Claim, including an estimate of the amount of Damages that have been or may be suffered or incurred by the Indemnified Party is actually prejudiced by attributable to such failure (Claim, the basis of the Indemnified Party's request for indemnification under this Agreement and all information in the Indemnified Party's possession relating to the extent determined by a court of competent jurisdiction)such Claim. After receipt of a such Claim Notice of a ProceedingNotice, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Partybe entitled, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, if it so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party mayelects, at its own cost, participate in risk and expense, (i) to take control of the investigation, trial defense and defense investigation of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom (ii) to employ and employ engage attorneys of its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense choice to handle and in any notifications to insurersdefend the same. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding Claim within ten business days after receipt of notice hereunderthe Claim Notice, the Indemnified Party against which such Claim has been asserted shall (will, upon delivering notice to such effect to the Indemnifying Party) , have the right to undertake undertake, at the Indemnifying Party's cost and expense, the defense, compromise or settlement of such Proceeding with counsel Claim on behalf of and for the account and risk of the Indemnifying Party. In the event the Indemnified Party assumes the defense of the Claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. Notwithstanding the foregoing, the Indemnified Party shall be entitled to conduct its own choosing defense at the cost and expense of the Indemnifying Party if the Indemnified Party establishes that the conduct of its defense by the Indemnifying Party would be reasonably likely to prejudice materially the Indemnified Party due to a conflict of interest between the Indemnified Party and the Indemnifying Party; and provided further that in any event the Indemnified Party shall have the right to may participate therein in such defense at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimexpense.

Defense of Claims. If a claim for Losses (a “Claim”) is to be made In connection with any Claim asserted by a Buyer Indemnified third party which may give rise to a Claim for indemnification under this Article VIII, the Indemnifying Party or shall be entitled to participate in the defense of such action and may assume, undertake and pay for the defense thereof and select legal counsel to conduct the defense of such Claims; provided, however, the Indemnifying Party may assume and undertake the defense of such a Seller Indemnified third party Claim only upon written agreement by the Indemnifying Party (an “Indemnified Party”), or if any Proceeding that the Indemnifying Party is filed or instituted making a claim against any obligated to fully indemnify the Indemnified Party with respect to such action; in the event the Indemnifying Party assumes and undertakes a matter subject defense of a third-party Claim, the Indemnifying Party shall not be liable to indemnity hereunderthe Indemnified Party for any counsel's fees and expenses subsequently incurred by the Indemnified Party in connection with such matter; provided, such however, that the Indemnified Party shall give notice (a “Claim Notice”) have the right to (a) the Sellers, participate in the case defense of an indemnification claim any such action and to employ separate counsel in connection therewith, but the fees, costs and expenses related to such participation shall be at the expense of and paid by the Indemnified Party. Any payments to be made pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; howeverVIII, including any payment for legal fees or other expenses, shall be made within 30 days after the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, the invoice therefor from the Indemnified Party. The Indemnifying Party shall have the right to defend settle or compromise any such action on terms satisfactory to it provided that it immediately satisfies any obligations imposed by such settlement. No settlement of any Claim for which indemnification is or will be claimed shall be made by the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and such settlement is approved by the Indemnifying Party, so long as (i) the Indemnifying Party notifies which approval shall not be unreasonably withheld. Any such settlement not approved may be settled by the Indemnified Party provided such settlement shall be submitted to binding arbitration as provided in writing within fifteen (15) days after Section 9.5 hereof to determine whether such settlement under the Indemnifying Party has received circumstances at the Claim Notice time such settlement was made was reasonable, and that the Indemnifying Party will indemnify constitute a full and complete release by the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party of all damages, losses, claims, liabilities and the Indemnifying Party shall have the right expenses relating to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimsuch claim.

Defense of Claims. If a claim for Losses (a “Claim”) Damages is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”)party entitled to indemnification hereunder against the indemnifying party, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect the party entitled to a matter subject to indemnity hereunder, such Indemnified Party indemnification shall give written notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case indemnifying party as soon as practicable after such Indemnified Party the party entitled to indemnification becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification may be sought under this Article IXSection 10.3. If any lawsuit or enforcement 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 fifteen days after the service of the citation or summons); howeverPROVIDED, that the failure of any Indemnified Party indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, hereunder except to the extent such Indemnified Party is actually prejudiced that the indemnifying party demonstrates actual damage caused by such failure (to the extent determined by a court of competent jurisdiction)failure. After receipt of a Claim Notice of a Proceedingsuch notice, the Indemnifying Party indemnifying party shall have be entitled, if it so elects, to take control of the right defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the Indemnified Party against the Proceeding same, at the Indemnifying Party’s indemnifying party's cost, risk and expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and provided that the Indemnifying Party will indemnify indemnifying party and its counsel shall proceed with diligence and in good faith with respect thereto. The indemnified party shall cooperate in all reasonable respects with the Indemnified Party from indemnifying party and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, such attorneys in the nature ofinvestigation, trial and defense of such lawsuit or caused by the Claim or raised in the Proceedingaction and any appeal arising therefrom; PROVIDED, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party HOWEVER, that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party indemnified party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurerstherefrom. If a tax audit is commenced or any tax is claimed for any period of the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect Company or its Subsidiary prior to the Indemnifying Party) have the right to undertake the defenseClosing Date, compromise such tax audit or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses claim shall be paid within five (5) Business Days treated as a lawsuit or enforcement action for purposes of the final determination of the merits and amount of a Claimthis Section 10.3(d).

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”Except as otherwise set forth in Sections 9.3(c), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”9.3(d) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”and 9.4(c), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of or a ProceedingThird Party Notice, if the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party acknowledge in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have shall be obligated under the financial resources terms of its indemnity hereunder in connection with such lawsuit or action, then the Indemnifying Party shall be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice (such counsel to be reasonably acceptable to the Indemnified Party) to handle and defend against the Proceeding same, at the Indemnifying Party's cost, risk and fulfill its indemnification obligations hereunderexpense (unless the named parties to such action or proceeding include both the Indemnifying Party and the Indemnified Party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party), and (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not to compromise or settle any such Proceeding without claim, which compromise or settlement shall be made only with the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with Party, such Proceeding without giving prior written notice consent not to the Indemnified Partybe unreasonably withheld. In all other cases the The Indemnified Party may defend the claim or Proceeding shall cooperate in all reasonable respects with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; and the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom and employ its own counsel in connection therewiththerefrom. The parties shall also cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding claim within fifteen (15) calendar days after receipt of notice hereunderthe Claim Notice or the Third Party Notice, the Indemnified Party against which such Claim claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party claim and the Indemnifying Party shall have the right to participate therein at its own cost; PROVIDED, HOWEVER, that such claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The In the event the Indemnified Party shall provide prompt notice to assumes the defense of the claim, the Indemnified Party will keep the Indemnifying Party in reasonably informed of the event progress of any such defense, compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claimsettlement.

Defense of Claims. If a any legal proceeding shall be instituted, or any claim for Losses (a “Claim”) is to be made by a Buyer or demand made, against any Purchaser Indemnified Party or a Seller any Company or Corindus Indemnified Party (each an “"Indemnified Party”") in respect of which the Company, Corindus or the Purchaser may be liable hereunder (such Party, in such circumstance, being referred to herein as the "Indemnifying Party"), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give prompt written notice thereof (a “the "Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”); provided, that any delay in either case as soon as practicable after such Indemnified so notifying the Indemnifying Party becomes aware shall relieve the Indemnifying Party of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice its obligations hereunder shall not affect rights to indemnification hereunder, except only to the extent such Indemnified Party extent, if at all, that it is actually prejudiced by reason of such failure (to the extent determined by a court of competent jurisdiction)delay. After receipt of a Claim Notice of a Proceeding, the The Indemnifying Party shall have the right to defend any litigation, action, suit, demand or claim for which indemnification is sought (a "Proceeding") and, to the extent it elects to do so by written notice to the Indemnified Party against Party, assume and pay the expenses of the defense of such Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the . In no event shall any Indemnified Party and be required to make any expenditure or bring any cause of action to enforce the Indemnifying Party's obligations and liability under and pursuant to this Section 6. Except as specifically provided below, so long as (i) after notice by the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that of its election to assume the defense of such Proceeding, the Indemnifying Party will have shall not, as long as it diligently conducts such defense, be liable to the financial resources Indemnified Party under this Section 6 for any fees of other counsel or any other expenses with respect to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligentlysuch Proceeding. The Indemnifying Indemnified Party shall not compromise or settle have the right to employ separate counsel in any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations foregoing Proceedings and to participate in connection with the defense thereof, but the reasonable fees and expenses of such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and shall be at the expense of the Indemnifying Party. The Indemnified Party mayunless the Indemnified Party shall reasonably and in good faith determine, at its own costupon the written advice of counsel, participate that there exists actual or potential conflicts of interest which make representation by the same counsel inappropriate. In a case specified in the investigationimmediately preceding sentence, trial and defense of any such Proceeding defended by the Indemnifying Party shall not be obligated to pay the reasonable fees and any appeal arising therefrom and employ its own expenses of more than one counsel in connection therewithfor all such Indemnified Parties. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If In the event that, within twenty days after receiving a Claim Notice, the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, notify the Indemnified Party against which such Claim has been asserted shall (upon delivering notice that it elects to such effect to the Indemnifying Party) have the right to undertake assume the defense, compromise or settlement of the Proceeding described in such Proceeding with counsel of its own choosing at Claim Notice, the expense of the Indemnifying Party and the Indemnifying Indemnified Party shall have the right to participate therein undertake the defense of such Proceeding for the account of and at its own costthe reasonable expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party at any time prior to the settlement, compromise or final determination thereof upon written notice to the Indemnified Party and upon immediate payment of all reasonable expenses theretofore incurred by the Indemnified Party in connection therewith. Anything in this Section 6 to the contrary notwithstanding, the Indemnifying Party shall not, without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld or delayed, settle or compromise any Proceeding, or consent to the entry of any judgment with respect to any Proceeding; provided, however, that the Indemnifying Party may, without the Indemnified Party's prior written consent, settle or compromise any such Proceeding or consent to entry of any judgment with respect to any such Proceeding that requires solely the payment of money damages by the Indemnifying Party and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of such Proceeding. If the Indemnified Party takes over and assumes control of any Proceeding, the Indemnified Party shall not, without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld or delayed, settle or compromise any Proceeding, or consent to entry of any judgment. The Indemnified Party shall provide prompt notice cooperate, and shall use its reasonable best efforts to cause its employees and the employees of any of its respective affiliates to cooperate with the Indemnifying Party in the event defense of any compromise or settlement entered into pursuant to Proceeding assumed by the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a ClaimIndemnifying Party.

Defense of Claims. If a claim for Losses Damages (a “an "Indemnity Claim”") is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”)party entitled to indemnification hereunder against the indemnifying party, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter the party claiming such indemnification shall, subject to indemnity hereunderSection 9.2 hereof, such Indemnified Party shall give written notice (a “"Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case indemnifying party as soon as practicable after such Indemnified Party the party entitled to indemnification becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification may be sought under this Article IX; howeverSection 9.3. If any lawsuit or enforcement 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 calendar days after the service of the citation or summons). The failure of any Indemnified Party indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced that the indemnifying party demonstrates actual prejudice caused by such failure (to the extent determined by a court of competent jurisdiction)failure. After receipt of a Claim Notice of a Proceedingsuch notice, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party indemnified party against which such Claim claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Partyindemnifying party) have the right to undertake undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such Proceeding with counsel claim on behalf of its own choosing at and for the expense account and risk of the Indemnifying Party and indemnifying party, provided that the Indemnifying Party indemnifying party shall have the right opportunity to participate therein at its own costadvise and comment on the Indemnity Claim. The Indemnified Party indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. Provided that the indemnifying party shall provide prompt notice consent to any settlement or compromise, the indemnifying party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 9.3 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such settlement or judgment. The obligations and liabilities of the parties hereto with respect to their respective indemnities pursuant to this Section 9.3 resulting from any Claim shall be subject to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits following additional terms and amount of a Claim.conditions:

Defense of Claims. If a claim for Losses Damages (a “Claim”) is to be made by a Buyer Purchaser Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (ai) the SellersSeller Representatives, in the case of an indemnification claim pursuant to Section 9.2(a4.07(a) or (bii) the BuyerPurchaser, in the case of an indemnification claim pursuant to Section 9.2(b4.07(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification may be sought under this Article IXSection 4.08; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). If any proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, notice thereof shall be given to the Indemnifying Party as promptly as practicable; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of such a Claim Notice notice of a Proceedingproceeding, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim claim creates an ethical conflict or otherwise makes it inadvisable for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (ia) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Indemnified Party has received given notice of the Claim Notice and claim or proceeding that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim claim or raised in the Proceedingproceeding, (iib) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding proceeding and fulfill its indemnification obligations hereunder, (iiic) the Proceeding proceeding involves only a claim for money damages and no other relief and (ivd) the Indemnifying Party conducts the defense of the Proceeding proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.

Defense of Claims. If a claim for Losses any action, claim, suit, proceeding, arbitration, order, or governmental investigation or audit (a an “ClaimAction or Proceeding”) is filed or initiated by any third party against any party entitled to be made by a Buyer Indemnified Party or a Seller Indemnified Party the benefit of indemnity hereunder (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give written notice of such Action or Proceeding to the party owing indemnity hereunder (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case ) as soon promptly as practicable (and in any event within thirty (30) days after the service of the citation or summons in respect of such Indemnified Party becomes aware of any factAction or Proceeding); provided, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, that the failure of any Indemnified Party to give timely notice hereunder of any Action or Proceeding shall not affect any rights to indemnification hereunder, hereunder except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. After an Indemnified Party is actually prejudiced by such failure (gives notice of an Action or Proceeding to an Indemnifying Party, if the Indemnifying Party acknowledges in writing to the extent determined by a court Indemnified Party that the Indemnifying Party is obligated under the terms of competent jurisdiction). After receipt of a Claim Notice of a his, her or its indemnity hereunder in connection with such Action or Proceeding, then the Indemnifying Party shall have be entitled, if he, she or it so elects, to take control of the right defense and investigation of such Action or Proceeding and to employ and engage attorneys of his, her or its own choice to handle and defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice same, such attorneys to be reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and at the Indemnifying Party’s cost, so long as risk and expense (unless (i) the Indemnifying Party notifies has failed to assume the defense of such Action or Proceeding or (ii) the named parties to such Action or Proceeding include both of the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party), and to compromise or settle such Action or Proceeding, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. The Indemnified Party may withhold such consent if, among other things, such compromise or settlement (x) would adversely affect the conduct of business of such Indemnified Party or (y) requires less than an unconditional release to be obtained. If the Indemnifying Party takes control of the defense and investigation of an Action or Proceeding under this Section 5.3, the Indemnifying Party will provide the Indemnified Party access to all records, documents and personnel of the Indemnifying Party and keep the Indemnified Party informed relating to any Action or Proceeding under this Section 5.3. If (i) the Indemnifying Party fails to assume the defense of such Action or Proceeding within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature ofgives notice thereof pursuant to this Section 5.3, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable named parties to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim Action or Proceeding with one counsel include both of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom the Indemnified Party and employ its own the Indemnified Party has been advised in writing by counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications that there may be one or more legal defenses available to insurers. If such Indemnified Party that are different from or additional to those available to the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunderParty, the Indemnified Party against which such Claim Action or Proceeding has been asserted shall filed or initiated will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake undertake, at the Indemnifying Party’s cost and expense, the defense, compromise or settlement of such Action or Proceeding on behalf of and for the account and risk of the Indemnifying Party; provided, however, that such Action or Proceeding shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnified Party assumes the defense of the Action or Proceeding, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any action effected pursuant to and in accordance with counsel this Section 5.3 and for any final judgment (subject to any right of its own choosing at appeal), and the expense Indemnifying Party agrees to indemnify and hold harmless the Indemnified Party from and against any Damages by reason of such settlement or judgment. Regardless of whether the Indemnifying Party or the Indemnified Party assumes the defense of any Action or Proceeding under this Section 5.3, the Indemnifying Party will pay all costs and expenses in connection with the defense, compromise or settlement for such Action or Proceeding. If the Indemnifying Party assumes the defense of any Action or Proceeding under this Section 5.3, the Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and the Indemnifying Party’s attorneys in the investigation, trial and defense of such Action or Proceeding and any appeal arising therefrom; provided, however, that the Indemnified Party shall have the right to participate therein may, at his or its own cost, participate in the investigation, trial and defense of such Action or Proceeding and any appeal arising therefrom. The Indemnifying Party shall pay all expenses due under this Section 5.3 as such expenses become due. In the event such expenses are not so paid, the Indemnified Party shall provide prompt notice be entitled to settle any Action or Proceeding under this Section 5.3 without the consent of the Indemnifying Party in and without waiving any rights the event of any compromise or settlement entered into pursuant to Indemnified Party may have against the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a ClaimIndemnifying Party.

Defense of Claims. If a In connection with any claim for Losses (a “Claim”) is that may give rise to be made indemnity under this Section 8 resulting from or arising out of any claim or Proceeding against an Indemnitee by a Buyer Indemnified person or entity that is not a party hereto, the Indemnifying Party may (unless such Indemnitee elects not to seek indemnity hereunder for such claim) but shall not be obligated to, upon written notice to the relevant Indemnitee, assume the defense of any such claim or a Seller Indemnified Party (an “Indemnified Party”), or Proceeding if any Proceeding is filed or instituted making a claim against any Indemnified the Indemnifying Party with respect to a matter subject such claim or Proceeding acknowledges to the Indemnitee the Indemnitee's right to indemnity hereunderpursuant hereto to the extent provided herein (as such claim may have been modified through written agreement of the parties) and provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party will be financially able to satisfy such claim to the extent provided herein if such claim or Proceeding is decided adversely; PROVIDED, HOWEVER, that nothing set forth herein shall be deemed to require the Indemnifying Party to waive any crossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall give notice (a “Claim Notice”) be entitled to (a) retain separate counsel, reasonably acceptable to the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such if the Indemnified Party becomes aware shall determine, upon the written advice of any factcounsel, condition that an actual or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, potential conflict of interest exists between the failure of any Indemnifying Party and the Indemnified Party in connection with such Proceeding. The Indemnifying Party shall be obligated to give timely notice hereunder shall not affect rights to indemnification hereunder, except pay the reasonable fees and expenses of such separate counsel to the extent such the Indemnified Party is actually prejudiced entitled to indemnification by the Indemnifying Party with respect to such failure (to the extent determined by a court of competent jurisdictionclaim or Proceeding under this Section 8(d). After receipt If the Indemnifying Party assumes the defense of a Claim Notice of a any such claim or Proceeding, the Indemnifying Party shall have select counsel reasonably acceptable to such Indemnitee to conduct the right to defend defense of such claim or Proceeding, shall take all steps necessary in the Indemnified Party against defense or settlement thereof and shall at all times diligently and promptly pursue the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) resolution thereof. If the Indemnifying Party notifies shall have assumed the Indemnified Party defense of any claim or Proceeding in writing within fifteen (15) days after accordance with this Section 8(d), the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature shall be authorized to consent to a settlement of, or caused by the Claim entry of any judgment arising from, any such claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of such Indemnitee, not to be unreasonably withheld; PROVIDED, HOWEVER, that the Indemnified Indemnifying Party shall pay or enter into cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; PROVIDED FURTHER, that the Indemnifying party shall not be authorized to encumber any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Partyassets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and PROVIDED FURTHER, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, directors, officers, employees and agents with respect to such claim, including any reasonably foreseeable collateral consequences thereof. The Indemnified Party may, at its own cost, Such Indemnitee shall be entitled to participate in (but not control) the investigation, trial and defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party in the defense of any claim or Proceeding being defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications pursuant to insurersthis Section 8(d). If the Indemnifying Party fails to promptly and diligently does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 8(d), such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after receipt giving notice of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect same to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of on such Proceeding with counsel of its own choosing at the expense of the terms as such Indemnitee may deem appropriate. If any Indemnifying Party and seeks to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, such Indemnifying Party shall have the right burden to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days prove by a preponderance of the final determination of the merits and amount of evidence that such Indemnitee did not defend such claim or Proceeding in a Claimreasonably prudent manner.

Defense of Claims. If a claim for Losses (a “"Claim”") is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”), or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party shall give written notice (a “"Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case indemnifying party as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; howeverSection 9. If any lawsuit or enforcement action is filed against any Indemnified Party hereunder, notice thereof (a "Third Party Notice") shall be given to the indemnifying party as promptly as practicable (and in any event within five (5) calendar days after the service of the citation or summons). The failure of any Indemnified Party indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced that the indemnifying party demonstrates actual damage caused by such failure (to the extent determined by a court of competent jurisdiction)failure. After receipt of a Claim Notice Third Party Notice, if the indemnifying party shall acknowledge in writing to the indemnified party that the indemnifying party shall be obligated under the terms of a Proceedingits indemnity hereunder in connection with such lawsuit or action, then the Indemnifying Party indemnifying party shall have be entitled, if it so elects, (i) to take control of the right defense and investigation of such lawsuit or action, (ii) to defend employ and engage attorneys approved by the Indemnified Party against (such approval not to be unreasonably withheld) to handle and defend the Proceeding same, at the Indemnifying Party’s indemnifying party's cost, risk and expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of named parties to such action or proceeding include both the Claim creates an ethical conflict for the same counsel to represent indemnifying party and the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party has been advised in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and by counsel that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party there may suffer resulting from, arising out of, relating to, in the nature of, be one or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable more legal defenses available to the such Indemnified Party that are different from or additional to those available to the Indemnifying Party will have the financial resources to defend against the Proceeding indemnifying party, and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not to compromise or settle any such Proceeding without claim, which compromise or settlement shall be made only with the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with Party, such Proceeding without giving prior written notice consent not to the Indemnified Partybe unreasonably withheld. In all other cases the The Indemnified Party may defend shall cooperate in all reasonable respects with the claim indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or Proceeding with one counsel of its choosing reasonably satisfactory to action and at any appeal arising therefrom; and the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom and employ appoint its own counsel in connection therewiththerefor, at its own cost. The parties shall also cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party indemnifying party fails to promptly and diligently assume the defense of such Proceeding claim within fifteen (15) calendar days after receipt of notice hereunderthe Third Party Notice, the Indemnified Party against which such Claim claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Partyindemnifying party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnifying Party claim and the Indemnifying Party indemnifying party shall have the right to participate therein at its own cost; provided, however, that such claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The In the event the Indemnified Party shall provide prompt notice to assumes the Indemnifying defense of the claim, the Indemnified Party in will keep the event indemnifying party reasonably informed of the progress of any such defense, compromise or settlement entered into pursuant to settlement. Notwithstanding the immediately preceding sentence. Losses foregoing, the indemnifying party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for any and all Indemnified Parties (which firm shall be paid within five (5designated in writing by such Indemnified Party or Parties) Business Days in connection with any one such action or proceeding arising out of the final determination of the merits and amount of a Claimsame general allegations or circumstances.

Defense of Claims. (a) If a any Indemnitee receives notice of the assertion of any claim for Losses or of the commencement of any action or proceeding by any Third Party (a “Third Party Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”)against such Indemnitee, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject which an Indemnifying Party is obligated to indemnity hereunder, such Indemnified Party shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an provide indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IXAgreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than ten (10) calendar days after receipt of notice of such Third Party Claim; provided, however, that the failure of any Indemnified the Indemnitee to so notify the Indemnifying Party shall only relieve the Indemnifying Party from its obligation to give timely notice hereunder shall not affect rights indemnify the Indemnitee pursuant to indemnification hereunder, except this Article IX to the extent such Indemnified that the Indemnifying Party is actually materially prejudiced by such failure (to whether as a result of the extent determined by a court forfeiture of competent jurisdictionsubstantive rights or defenses or otherwise). After Upon receipt of a Claim Notice notification of a ProceedingThird Party Claim, the Indemnifying Party shall be entitled, upon written notice to the Indemnitee, to assume the investigation and defense thereof, provided, however, that the Indemnifying Party shall not have the right to defend control the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as defense if (i) the Indemnifying Third Party notifies the Indemnified Party Claim relates to or arises in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting fromconnection with a criminal proceeding, arising out ofaction, relating toindictment, in the nature of, allegation or caused by the Claim or raised in the Proceedinginvestigation, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources has failed to defend against or is failing to defend in good faith the Proceeding and fulfill its indemnification obligations hereunderThird Party Claim, (iii) the Proceeding involves only a claim for money damages Indemnifying Party and no other relief the Indemnitee are both named parties to the Third Party Claim, and the Indemnitee reasonably concludes based on the advice of counsel that representation of both parties by the same counsel would be or could reasonably be expected to become inappropriate under applicable ethical standards due to actual or potential conflicting interests, (iv) in the case of Losses suffered by a Parent Indemnitee, such Losses would result in Indemnifiable Losses in excess of Twenty Million Dollars ($20,000,000), (v) the Indemnifying Party conducts does not, in the Indemnitee’s reasonable judgment, have sufficient financial resources to satisfy the amount of any adverse judgment that is reasonably likely to result with respect to such Third Party Claim, or (vi) the Indemnifying Party fails to acknowledge in writing that it would have an indemnity obligation in accordance with the terms hereof for any and all Losses resulting from such Third Party Claim. Whether or not the Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnitee shall have the right to employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (i) the employment of such separate counsel has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has failed to assume the defense of such Third Party Claim within a reasonable time after receipt of notice thereof, or (iii) the Proceeding actively named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and diligentlysuch Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that are in conflict with those available to the Indemnifying Party. The Notwithstanding the foregoing, the Indemnifying Party shall not compromise be liable for the fees and disbursements of more than one counsel for all Indemnitees in connection with any one proceeding or settle any such Proceeding without similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnified Indemnitee, the Indemnifying Party or will not enter into any settlement negotiations of any Third Party Claim that would result in connection with such Proceeding without giving prior written notice to (A) the Indemnified imposition of a consent order, injunction or decree that would restrict the future activity or conduct of, or impose any non-monetary liability, obligation or commitment on, the Indemnitee or any of its Affiliates, (B) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnitee or any of its Affiliates, (C) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnitee or any of its Affiliates, or (D) any monetary liability of the Indemnitee that shall not be promptly paid or reimbursed by the Indemnifying Party. In all other cases Any such settlement or compromise shall include as an unconditional term thereof the giving by the claimant of a release of the Indemnitee and the Indemnified Party may defend from all liability with respect to such Third Party Claim. If a settlement offer solely for money damages is made by the claim or Proceeding with one counsel applicable third party claimant (which offer provides for a full and unconditional release of its choosing reasonably satisfactory to the Indemnitee), and at the expense Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in ’s willingness to accept the investigation, trial settlement offer and defense pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnitee may continue to contest such Proceeding defended claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If Claim that the Indemnifying Party fails has an obligation to promptly and diligently assume pay hereunder shall be limited to the defense lesser of such Proceeding after receipt (1) the amount of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice settlement offer that the Indemnitee declined to accept plus the Indemnifiable Losses of the Indemnitee relating to such effect to Third Party Claim through the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel date of its own choosing at the expense rejection of the Indemnifying Party and settlement offer or (2) the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. aggregate Indemnifiable Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a ClaimIndemnitee with respect to such claim.

Defense of Claims. If a claim for Losses (a “Claim”) is to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”)Except as set forth below, or if any Proceeding lawsuit or enforcement action is filed or instituted making a claim against any Indemnified CTI Party with respect entitled to a matter subject to the benefit of indemnity hereunder, written notice thereof describing such Indemnified lawsuit or enforcement action in reasonable detail and indicating the estimated amount of the reasonably foreseeable Claims (which estimate shall in no way limit the amount of indemnification the CTI Party shall give notice (a “Claim Notice”) is entitled to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”receive hereunder), in either case shall be given to the Stockholders as soon promptly as practicable (and in any event within three days, after such Indemnified Party becomes aware the service of any fact, condition the citation or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IXsummons); however, provided that the failure of any Indemnified CTI Party to give timely notice hereunder shall not affect is rights to indemnification hereunder, hereunder except to the extent that the Stockholders demonstrate that the CTI Party's failure to so notify the Stockholders with such Indemnified ten (10) day period increased the Claims with respect to which the CTI Party is actually prejudiced by such failure (otherwise entitled to the extent determined by a court of competent jurisdiction)indemnification. After Upon receipt of a Claim Notice of a Proceedingsuch notice, the Indemnifying Party Stockholders shall have the right right, but not the obligation, to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts undertake the defense of or, with the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified CTI Party (which consent may not be unreasonably withheld), to settle or enter into compromise such claim. If the Stockholders elect to defend any settlement negotiations such asserted liability and to assume all obligations contained in connection with Section 6.1 to indemnify the CTI Party, then the Stockholders shall so notice the CTI Party and shall be entitled if they so elect, to take control of the defense and investigation of such Proceeding without giving prior written notice lawsuit or action and to the Indemnified Party. In all other cases the Indemnified Party may employ and engage attorneys of their own choice to handle and defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and same, at the expense Stockholders' sole cost, risk and expense, and such CTI Party shall cooperate in all reasonable respects, at the Stockholders' sole cost, risk and expense, with the Stockholders and such attorneys in the investigation trial, and defense of such lawsuit or action and any appeal arising therefrom; provided however, that the Indemnifying Party. The Indemnified CTI Party may, at its own costcost and expense, participate in the such investigation, trial and the defense of any such Proceeding defended by the Indemnifying Party lawsuit or action and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurerstherefrom. If the Indemnifying Stockholders promptly notify the CTI Party fails that they intend to promptly defend the claim and diligently to assume all obligations contained in Section 6.1 to indemnify the CTI Party, the CTI Party shall not pay, settle or compromise such claim without the Stockholders' consent (which consent shall not be unreasonably withheld). If the Stockholders elect not to defend the Claim of the CTI Party, The CTI Party may, but shall not be obligated to, undertake the defense of or, with the consent of Stockholder (which consent may not be unreasonably withheld), settle or compromise such Proceeding after receipt of notice hereunderclaim, on behalf, for the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defenseaccount, compromise or settlement of such Proceeding with counsel of its own choosing and at the expense risk, of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost. The Indemnified Party shall provide prompt notice to the Indemnifying Party in the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a ClaimStockholders.

Defense of Claims. If a claim for Losses Damages (a “"Claim”") is to be made by a Buyer an Indemnified Party or a Seller against an Indemnifying Party, the Indemnified Party (an “Indemnified Party”)shall, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunderSection 10.1, such Indemnified Party shall give written notice (a “"Claim Notice”") to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case Party as soon as practicable after such the Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses Damages for which indemnification may be sought under this Article IX; howeverSection 10.2. Such Claim Notice shall set forth (a) the specific representation, warranty or covenant alleged to have been breached, (b) the nature and amount of the Claim asserted, together with sufficient facts relating thereto so that the Indemnifying Party may reasonably evaluate such Claim and (c) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Damages to which the claimant believes it is entitled in connection with the Claim. If any lawsuit or enforcement 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 fifteen (15) days after the service of the citation or summons). The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunderindemnification, except to the extent such Indemnified that the Indemnifying Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction)failure. After receipt of a Claim Notice of a Proceedingsuch notice, if the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party acknowledge in writing within fifteen (15) days after the Indemnifying Party has received the Claim Notice and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have shall be obligated under the financial resources terms of its indemnity hereunder in connection with such lawsuit or action, then the Indemnifying Party shall be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend against the Proceeding same, at the Indemnifying Party's cost, risk and fulfill its indemnification obligations hereunder, expense unless the named parties to such action or proceeding include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party and (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not to compromise or settle any such Proceeding without Claim, which compromise or settlement shall be made only with the prior written consent of the Indemnified Party Party, such consent not to be unreasonably withheld or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurersdelayed. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding Claim within fifteen (15) days after receipt of notice hereunderthe Claim Notice, the Indemnified Party against which such Claim has been asserted shall will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake undertake, at the Indemnifying Party's reasonable cost and expense, the defense, compromise or settlement of such Proceeding with counsel Claim on behalf of its own choosing at and for the expense account and risk of the Indemnifying Party; provided, however, that such Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall be required to consent to the entry of any judgment or to enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff of a release from all Liability in respect of such Claim. In the event the Indemnified Party assumes the defense of the Claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. Subject to Section 10.5, the Indemnifying Party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 10.3 and for any final judgment (subject to any right of appeal), and the Indemnifying Party shall have agrees to indemnify and hold harmless the right to participate therein at its own cost. The Indemnified Party from and against any Damages by reason of such settlement or judgment. For purposes of this Article X, any notice required to be given to one of the Stockholders or any decision to be made or action to be taken by one of the Stockholders shall provide prompt be deemed to have been properly given, made or taken, as the case may be, if such notice is delivered to the Indemnifying Party in Stockholder Representative or such decision is made by or such action is taken by the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a ClaimStockholder Representative.

Defense of Claims. If the Indemnifying Party elects to defend a claim for Losses (a “Claim”) is CLAIM pursuant to be made by a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”)Section 15.6.1, or if any Proceeding is filed or instituted making a claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, such Indemnified Party it shall give notice (a “Claim Notice”) to (a) the Sellers, in the case of an indemnification claim pursuant to Section 9.2(a) or (b) the Buyer, in the case of an indemnification claim pursuant to Section 9.2(b) (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may reasonably give rise to Losses for which indemnification may be sought under this Article IX; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of a Claim Notice of a Proceeding, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to the Indemnified Party, unless the nature of the Claim creates an ethical conflict for the same counsel to represent the Indemnified Party and the Indemnifying Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has received receipt of the Claim Notice and that the Indemnifying Party will indemnify notice from the Indemnified Party from of the potential indemnifiable CLAIM which involves (and against the entirety of any Losses the Indemnified Party may suffer resulting fromcontinues to involve) solely monetary damages; provided, arising out of, relating to, in the nature of, or caused by the Claim or raised in the Proceeding, that (iia) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunderexpressly agrees in such notice that, (iii) the Proceeding involves only a claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the claim or Proceeding with one counsel of its choosing reasonably satisfactory to and at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the CLAIM, subject to the terms, conditions and limitations of this AGREEMENT, and (b) the Indemnifying Party makes reasonably adequate provisions to ensure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that may result such conditions (the "Litigation Conditions"). Subject to compliance with the Litigation Conditions, the Indemnifying Party shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to participate therein at retain its own cost. The counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (a) the Indemnifying Party and the Indemnified Party shall provide prompt notice have mutually agreed to the retention of such counsel, or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party in and the event of any compromise or settlement entered into pursuant to the immediately preceding sentence. Losses shall be paid within five (5) Business Days of the final determination of the merits and amount of a Claim.Indemnified Party