Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Partyindemnifying party" for the purpose of this Section 8.3) will shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Partyindemnified party" for the purpose of this Section 8.3) unless such Indemnified Party will indemnified party shall have notified the Indemnifying Party indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party indemnified party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party indemnifying party of any such claim will shall not relieve the Indemnifying Party indemnifying party from any liability which it may have to the Indemnified Party indemnified party against whom such action is brought otherwise than on account of under the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party indemnifying party and such Indemnifying Party indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Partyindemnified party, the Indemnifying Party indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party indemnifying party also will shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party indemnifying party to the Indemnified Party indemnified party of the Indemnifying Partyindemnifying party's election to assume the defense thereof, the Indemnified Party will indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: unless (ai) the Indemnifying Party indemnifying party and the Indemnified Party will indemnified party shall have mutually agreed to the retention of such counsel; counsel or (bii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party indemnifying party and the Indemnified Party indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is be a final judgment for the plaintiff, the Indemnifying Party indemnifying party agrees to indemnify the Indemnified Party indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will shall survive any termination of this Agreement.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("Indemnifying PartyINDEMNIFYING PARTY" for the purpose of this Section 8.36.4) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("Indemnified PartyINDEMNIFIED PARTY" for the purpose of this Section 8.36.4) unless such Indemnified Party will shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeVI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such The Indemnified Party will have notified the Indemnifying Party shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in writing within a reasonable time after the summons or other first legal process giving information respect of the nature of the claim will have been served upon such which indemnity may be sought hereunder. The Indemnified Party shall give written notice to the Indemnitor within the earlier of ten (or after such party will have received 10) days of receipt of written notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account or thirty (30) days from discovery by the Indemnified Party of the any matters which may give rise to a claim for indemnification provision of or reimbursement under this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of Agreement. The failure to give such notice. In case any such action is brought against notice shall not affect the right of the Indemnified PartyParty to indemnity hereunder unless such failure has materially and adversely affected the rights of the Indemnitor; provided that in any event such notice shall have been given prior to the expiration of the Survival Period. At any time after ten (10) days from the giving of such notice, the Indemnifying Indemnified Party will be entitled to participatemay, at its own option, resist, settle or otherwise compromise, or pay such claim unless it shall have received notice from the Indemnitor that the Indemnitor intends, at the Indemnitor’s sole cost and expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereofof any such matter, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to which case the Indemnified Party of shall have the Indemnifying Party's election right, at no cost or expense to the Indemnitor, to participate in such defense. If the Indemnitor does not assume the defense thereofof such matter, and in any event until the Indemnitor states in writing that it will assume the defense, the Indemnitor shall pay all costs of the Indemnified Party arising out of the defense until the defense is assumed; provided, however, that the Indemnified Party shall consult with the Indemnitor and obtain the Indemnitor’s prior written consent to any payment or settlement of any such claim. The Indemnitor shall keep the Indemnified Party fully apprised at all times as to the status of the defense. If the Indemnitor does not assume the defense, the Indemnified Party will bear shall keep Indemnitor apprised at all times as to the fees and expenses status of any additional counsel retained by itthe defense. Following indemnification as provided for hereunder, and the Indemnifying Party will not Indemnitor shall be liable subrogated to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs all rights of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed with respect to all third parties, firms or corporations relating 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. The Indemnifying Party will not be liable matter for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the which indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementhas been made.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified Party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII V ("Indemnifying Party" for the purpose of this Section 8.35.3) will not be liable under the indemnification provisions of this Article VIII V with respect to any claim made against a party entitled to indemnification under this Article VIII V ("Indemnified Party" for the purpose of this Section 8.35.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIV, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. V. The indemnification provisions contained in this Article VIII V will survive any termination of this Agreement.

Indemnification Procedure. Any person party obligated to provide indemnification indemnify the other party under this Article VIII Agreement ("the “Indemnifying Party" for ”) shall have the purpose right, by Notice to the other party, to assume the defense of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any claim with respect to any claim made against a which the other party is entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified hereunder. If the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon gives such Indemnified Party notice, (or after i) such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to defense shall be conducted by counsel selected by the Indemnifying Party and approved by the other party, such approval not to be unreasonably withheld or delayed (provided, however, that the other party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is damaged solely as a result of failure to give conducting such notice. In case any such action is brought against the Indemnified Partydefense with reasonable diligence, the Indemnifying Party will shall have the right to control said defense and shall not be entitled required to participate, at its own expense, in pay the defense thereof. The Indemnifying Party also will be entitled to assume fees or disbursements of any counsel engaged by the defense thereof, with counsel satisfactory to the other party named in the action. After notice from for services rendered after the Indemnifying Party has given the Notice provided for above to the Indemnified Party other party, except if there is a conflict of interest between the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable parties with respect to such party under this Agreement for any legal claim or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: defense; and (aiii) the Indemnifying Party and shall have the Indemnified Party will have mutually agreed right, without the consent of the other party, to settle such claim, but only provided that such settlement involves only the retention payment 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffmoney, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss pays all amounts due in connection with or liability by reason of such settlement or judgmentand, as part thereof, the other party is unconditionally released from all liability in respect of such claim. A successor The other party shall have the right to participate in the defense of such claim being defended by law the Indemnifying Party at the expense of the other party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to this Agreement will be entitled to such claim or defense). In no event shall (i) the benefits other party settle any claim without the consent of the indemnification contained Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification The obligations and liabilities of the Indemnifying Party under this Article VIII IV with respect to Losses arising from claims of any third party that are subject to the indemnification provided for in this Article IV ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party" for Party notice of such Third Party Claim promptly after the purpose receipt by the Indemnified Party of this Section 8.3) will not be liable under such notice (which notice shall include the indemnification amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Article VIII with Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any claim made against a party entitled to indemnification of its obligations under this Article VIII ("Indemnified Party" for IV except to the purpose of this Section 8.3) unless such Indemnified Party will have notified extent the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon is materially prejudiced by such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will and shall not relieve the Indemnifying Party from any other obligation or liability which that it may have to any Indemnified Party otherwise than under this Article IV. Upon written notice to the Indemnified Party against whom such action is brought otherwise than on account within five (5) days of the indemnification provision receipt of this Article VIIIsuch notice, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its or his expense and through counsel of its or his choice (which counsel shall be reasonably satisfactory to the Indemnified Party); provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of counsel to the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to such Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is damaged solely as a result of failure to give such notice. In case is, directly or indirectly, conducting the defense against any such action is brought against Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume expense, all such witnesses (including himself), records, materials and information in the defense thereof, Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Loss and would not require it to take, or refrain from taking, any action, the Indemnifying Party's liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will bear refrain from any act or omission that is inconsistent with the fees and expenses of any additional counsel retained position taken by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying a Third Party and Claim unless the Indemnified Party will have mutually agreed determines that such act or omission is reasonably necessary 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without protect its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementown interest.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII If a claim, action, or proceeding by a third-party ("Indemnifying Party" for the purpose of this Section 8.3a “Claim”) will not be liable under the indemnification provisions of this Article VIII with respect to any claim is made against a party entitled to indemnification under this Article VIII ("Owner, an Owner Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within , Manager, or a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Manager Indemnified Party (or after such the “Indemnified Party”) for which the Indemnified Party intends to seek indemnity under this Section 5.D, the Indemnified Party shall promptly notify the party will have received notice against whom indemnification is sought (the “Indemnitor”) in writing of such service on any designated agentClaim, setting forth a description of such Claim in reasonable detail (the “Indemnification Notice”); provided, but however, that failure to notify the Indemnifying Party of any give such claim will Indemnification Notice shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account Indemnitor of the indemnification provision of this Article VIIIits obligations hereunder, except to the extent that the failure Indemnitor has been prejudiced by such failure. The Indemnitor shall have thirty (30) days after receipt of the Indemnification Notice to notify results in the failure undertake, conduct and assume control, through counsel of actual notice its own choosing reasonably satisfactory to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, and at its own expense, of the settlement or defense of such Claim, so long as the Indemnitor notified the Indemnified Party of such defense in writing within thirty (30) days after the Indemnified Party has given notice of the third-party Claim and the Indemnitor conducts the defense thereof. The Indemnifying of the third-party Claim actively and diligently, and the Indemnified Party also will be entitled shall cooperate fully in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party and paid at its own expense; and, provided, further, that the Indemnified Party 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 Indemnitor, (b) the Indemnitor has failed to assume the defense thereof, of such third party Claim within thirty (30) days after receipt of the Indemnification Notice with counsel reasonably satisfactory to such Indemnified Party, or (c) the party named parties to the proceeding in which such Claim has been asserted include both the Indemnitor and such Indemnified Party and, in the action. After notice from the Indemnifying Party reasonable opinion of counsel to such Indemnified Party, there exists one or more defenses that may be available to the Indemnified Party that are in conflict with those available to the Indemnitor. The Indemnified Party shall not pay or settle any such Claim without the written consent of the Indemnifying Indemnitor, which consent shall not be unreasonably withheld. If the Indemnitor has received the Indemnified Party's election ’s Indemnification Notice and does not notify the Indemnified Party in writing within thirty (30) days after receipt of such notice that it elects to assume undertake the defense thereof, the Indemnified Party will bear shall have the fees right to undertake, at Indemnitor’s cost, risk and expenses expense, the defense, compromise or settlement of the Claim, but shall not thereby waive any additional counsel retained by it, and the Indemnifying Party will not be liable right to such party under indemnity therefor pursuant to this Agreement for any legal or Agreement. The parties hereto agree to cooperate fully with each other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs defense, negotiation or settlement of investigationany such third-party Claim. Notwithstanding anything in this Section 5.D to the contrary, unless: (a) the Indemnifying Party and Indemnitor shall not, except with the written consent of the Indemnified Party will have mutually agreed to (which such consent shall not be unreasonably withheld), enter into any settlement that (y) does not include as an unconditional term thereof 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 giving by the same counsel would be inappropriate due to actual person or potential differing interests between them. The Indemnifying Party will not be liable for any settlement persons asserting such Claim of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify an unconditional release of the Indemnified Party from and against liability with respect to such Claim, or (z) involves non-monetary relief or remedy that is binding upon the Indemnified Party, including any loss restrictions on the Indemnified Party’s ability to operate or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementcompete.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless if such Indemnified Party will have notified has failed to notify in writing the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Sections 8.1(c), 8.2(c) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), as applicable, but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified Party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("Indemnifying Party" for the purpose of this Section 8.36.4) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("Indemnified Party" for the purpose of this Section 8.36.4) unless such Indemnified Party will shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeVI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("“Indemnifying Party" ” for the purpose of this Section 8.36.4) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("“Indemnified Party" ” for the purpose of this Section 8.36.4) unless such Indemnified Party will shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeVI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Party entitled to indemnification under this Article VIII Section ("each an “Indemnified Party" for ”) agrees to give the purpose Party required to indemnify such Party hereunder (each an “Indemnifying Party”) prompt written notice of this Section 8.3) unless any Indemnity Claim as to which it intends to request indemnification hereunder. The Indemnifying Party will have the right to direct, through counsel of its own choosing, the defense or settlement of any Indemnity Claim at its own expense. The Indemnified Party may participate in such defense at its own expense. If the Indemnifying Party fails to defend or, if after commencing or undertaking any such defense, fails to prosecute or withdraws from such defense, the Indemnified Party will have notified the right to undertake the defense or settlement thereof, at the Indemnifying Party’s expense. If the Indemnified Party assumes the defense of any such Indemnity Claim pursuant to this section and proposes to settle such Indemnity Claim prior to a final judgment thereon or to forego any appeal with respect thereto, then the Indemnified Party will give the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received prompt written notice of such service on any designated agent), but failure to notify thereof and the Indemnifying Party will have the right to participate in the settlement or assume or reassume the defense of any such claim will not relieve the Indemnifying Party from any liability which it may have Indemnity Claim. Notwithstanding anything contained in this Section to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Partycontrary, the Indemnifying Party will be entitled to participatenot, at its own expense, in without the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to prior written consent of the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party (which consent will not be liable unreasonably withheld or delayed), agree to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any a settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementIndemnity Claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for Each Party shall promptly notify the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying other Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to Section 14.1 or Section 14.2. The Party seeking indemnification (the “Indemnitee”) shall cooperate with the other Party (the “Indemnitor”), at the Indemnitor’s sole cost and expense. The Indemnitee shall promptly (and in any event within a reasonable time after any applicable deadlines) inform the summons Indemnitor of any Claim, and shall not make any admission of liability in respect or it, nor compromise or settle or enter into any other first legal process giving information arrangement in respect of it, without the prior written consent of the nature Indemnitor (not to be unreasonably withheld or delayed). The Indemnitor shall promptly assume control of the claim will have been served upon such Indemnified Party (or after such party will have received notice defense and investigation of such service Claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any designated agentterms or in any manner that materially adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent (save that nothing in this clause 14.3 shall operate to prevent Exasol taking the mitigation measures described in clause 14.4). If the Indemnitor fails or refuses to assume control of the defense of such Claim, the Indemnitee shall have the right, but no obligation, to defend against such Claim, including settling such Claim after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to notify the Indemnifying Party of perform any such claim obligations under this Section 14.3 will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account Indemnitor of the indemnification provision of its obligations under this Article VIIISection 14, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely Indemnitor can demonstrate that it has been materially prejudiced as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementfailure.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("“Indemnifying Party" ” for the purpose of this Section 8.36.3) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("“Indemnified Party" ” for the purpose of this Section 8.36.3) unless such Indemnified Party will shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeVI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless if such Indemnified Party will have notified has failed to notify in writing the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Sections 8.1(c), 8.2(d) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), as applicable, but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide Promptly after receipt by a party seeking indemnification under this Article VIII Section 10 ("an “Indemnitee”) of notice of any pending or threatened Claim against it, such Indemnitee shall give written notice to the Party from whom the Indemnitee is entitled to seek indemnification pursuant to this Section 10 (the “Indemnifying Party" for the purpose of this Section 8.3”) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; provided that the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure so to notify the Indemnifying Party shall not relieve it of any such claim will not relieve the Indemnifying Party from any liability which that it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIany Indemnitee hereunder, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party demonstrates that it is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereofmaterially prejudiced thereby. The Indemnifying Party also will shall be entitled to assume participate in the defense thereofof such Claim and, to the extent that it elects within [***] ([***]) [***] of its receipt of notice of the Claim from the Indemnitee, to assume control of the defense and settlement of such Claim (unless the Indemnifying Party is also a party to such proceeding and the Indemnifying Party has asserted a cross claim against the Indemnified Party or a court has otherwise determined that such joint representation would be inappropriate) with counsel reasonably satisfactory to the party named in the action. After Indemnitee and, after notice from the Indemnifying Party to the Indemnified Party Indemnitee of the Indemnifying Party's its election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffClaim, the Indemnifying Party agrees shall not, as long as it diligently conducts such defense, be liable to indemnify the Indemnified Indemnitee for any Litigation Costs subsequently incurred by the Indemnitee. No compromise or settlement of any Claim may be effected by the Indemnifying Party from and against without the Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayed, provided no consent shall be required if: (A) there is no finding or admission of any loss violation of Applicable Laws or liability by reason of such settlement or judgment. A successor by law any violation of the parties to rights of any person and no effect on any other claims that may be made against the Indemnitee; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (C) the Indemnitee’s rights under this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementare not restricted by such compromise or settlement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for a) Promptly following receipt by an Indemnified Party of notice by a third party (including any Governmental Entity) of any complaint or the purpose commencement of this Section 8.3any audit, investigation, action or proceeding (in each case, a “Claim”) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless which such Indemnified Party will have notified may be entitled to receive payment from the Indemnifying other Party in writing within a reasonable time after for any Purchaser Loss or any Seller Loss (as the summons or other first legal process giving information of the nature of the claim will have been served upon case may be), such Indemnified Party shall notify the Purchaser or the Sellers, as the case may be (or after such party will have received the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of notice of such service on any designated agent)Claim; provided, but however, that the failure to so notify the Indemnifying Party of any such claim will not shall relieve the Indemnifying Party from any liability which it may hereunder with respect to such Claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in the loss by the Indemnifying Party of (or other limitations to) rights and defenses otherwise available to the Indemnifying Party or the Indemnified Party with respect to such Claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party against whom within ten days thereafter, to assume the defense of such action is brought otherwise than on account Claim (which may be with a reservation of rights to deny liability under an indemnity), including the employment of counsel hired in consultation with the Indemnified Party (“Litigation Counsel”) and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch Litigation Counsel and other costs of such defense. In the event, except however, that the Indemnifying Party declines or fails to assume the defense of such Claim provided above or to employ Litigation Counsel, in either case within such ten-day period, then such Indemnified Party may employ counsel hired in connection with the Indemnifying Party to represent or defend the Indemnified Party in any such Claim, and the Indemnifying Party shall promptly reimburse the Indemnified Party for all reasonable fees and disbursements of such counsel and other reasonable costs of such defense (which reimbursement obligation shall accrue from the first dollar of such costs as incurred by the Indemnified Party, and which, for the avoidance of doubt, shall not be subject to the extent prior satisfaction of the Purchaser Deductible). In any event, the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in connection with such Claim, unless Litigation Counsel determines that continued representation of the failure Indemnified Party is inappropriate due to notify results in the failure a conflict of actual notice to interest under applicable ethical rules resulting from its representation of both the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, in which case, the Indemnifying Party will be entitled shall have the option of (i) appointing substitute counsel that does not believe it is subject to participate, at its own expense, in such a conflict of interest or (ii) employing and paying the defense thereoffees and disbursements of different counsel to represent such Indemnified Party. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of Notwithstanding the Indemnifying Party's ’s election to assume the defense thereofof any third party Claim, the Indemnified Party will bear shall have the fees and expenses of any additional right at its cost to employ separate counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded partieslocal counsel) 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 themmonitor (but not control) such defense. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, Indemnified Party (as the case may be) shall at all times use commercially reasonable efforts to keep the Indemnifying Party agrees to indemnify the or Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law (as the case may be) reasonably apprised of the parties status of the defense of any matter the defense of which it is maintaining and to this Agreement will be entitled cooperate in good faith with each other with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsuch matter.

Indemnification Procedure. Any person obligated to provide If either Party is seeking indemnification under this Article VIII Section 12.1 or 12.2, it shall inform the other Party ("the “Indemnifying Party" for ”) of the purpose claim giving rise to the obligation to indemnify pursuant to such Section(s) within [***] Business Days after receiving written notice of this Section 8.3) will the claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a claim shall not be liable under affect the indemnification provisions of this Article VIII with respect provided hereunder except to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified extent the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will have received notice actually and materially prejudiced as a result of such service on any designated agentfailure or delay to give notice), but failure to notify the . The Indemnifying Party shall have the right to assume the defense of any such claim will not relieve the Indemnifying Party from any liability for which it may have is obligated to indemnify the Indemnified Party. The Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to shall cooperate with the Indemnifying Party and such the Indemnifying Party is damaged solely Party’s insurer as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expenseexpense and with counsel of its choice, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of any claim that has been assumed by the Indemnifying Party's election . Neither Party shall have the obligation to assume indemnify the defense thereof, the Indemnified other Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) any settlement made without the Indemnifying Party and Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party will have mutually agreed Parties cannot agree as to the retention application of Section 12.1 or 12.2 as to any claim, pending resolution of the dispute pursuant to Article 15, the Parties may conduct separate defenses of such counsel; claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law 12.2 upon resolution of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementunderlying claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("an “Indemnified Party" for the purpose of this Section 8.3) unless Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party will have notified in respect thereof, notify the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; provided, that (a) the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure omission to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to the such Indemnified Party against whom such action is brought Person otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnified PartyIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participateparticipate therein, and, at its own expenseelection by providing written notice to such Indemnified Person, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party named Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the actiondefense of such Indemnified Claims. After Upon receipt of notice from the Indemnifying Party to the such Indemnified Party Person of the Indemnifying Party's its election to so assume the defense thereof, of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Party will bear the fees and expenses of any additional counsel retained by itPerson, and the Indemnifying Party will shall not be liable to such party under this Agreement Indemnified Person for any legal or other expenses subsequently incurred by such party independently Indemnified Person in connection with the defense thereof or participation therein (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, unless: however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (ain addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party and the shall not have employed counsel reasonably acceptable to such Indemnified Party will have mutually agreed Person to the retention of represent such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnified Person within a reasonable time after the Indemnifying Party and has received notice of commencement of the Indemnified Party and representation of both parties by Claims from, or delivered on behalf of, the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffIndemnified Person, (iii) after the Indemnifying Party agrees to indemnify assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party from has failed or is failing to defend such claim and against any loss or liability by reason provides written notice of such settlement determination and the basis for such determination, and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or judgment(iv) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. A successor by law Notwithstanding anything herein to the contrary, the Debtors shall have sole control over any Tax controversy or Tax audit and shall be permitted to settle any liability for Taxes of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementDebtors.

Indemnification Procedure. Any person obligated to provide (a) If a Buyer Indemnified Party or a Seller Indemnified Party seeks indemnification under this Article VIII IX, such party ("the “Indemnified Party”) shall give written notice to the other party (the “Indemnifying Party" for ”) of the purpose of this Section 8.3) will not facts and circumstances giving rise to the claim. In that regard, if any Action, Liability or obligation shall be liable under brought or asserted by any third party which, if adversely determined, would entitle the indemnification provisions of Indemnified Party to indemnity pursuant to this Article VIII with respect to any claim made against IX (a party entitled to indemnification under this Article VIII ("Indemnified Party" for “Third-Party Claim”), the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to shall promptly notify the Indemnifying Party of any such Third-Party Claim in writing, specifying the basis of such claim will not relieve and the facts pertaining thereto, and the Indemnifying Party, if the Indemnifying Party from any liability which it may have so elects, shall assume and control the defense thereof (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Party against whom and the payment of all necessary expenses. If the Indemnifying Party elects to assume control of the defense of a Third-Party Claim, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action is brought otherwise than on account and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the indemnification provision Indemnified Party unless the Indemnifying Party has failed to assume the defense and employ counsel; in which case the fees and expenses of this Article VIII, except the Indemnified Party’s counsel shall be paid by the Indemnifying Party. All claims other than Third-Party Claims (a “Direct Claim”) may be asserted by the Indemnified Party giving notice to the extent that Indemnifying Party. Absent an emergency or other extenuating circumstance, the failure to notify results in the failure of actual Indemnified Party shall give written notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties Direct Claim prior to taking any material actions to remedy 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementDirect Claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("an “Indemnified Party" for the purpose of this Section 8.3) unless Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party will have notified in respect thereof, notify the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; provided, that (a) the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure omission to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to the such Indemnified Party against whom such action is brought Person otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnified PartyIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participateparticipate therein, and, at its own expenseelection by providing written notice to such Indemnified Person, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party named Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the actiondefense of such Indemnified Claims. After Upon receipt of notice from the Indemnifying Party to the such Indemnified Party Person of the Indemnifying Party's its election to so assume the defense thereof, of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Party will bear the fees and expenses of any additional counsel retained by itPerson, and the Indemnifying Party will shall not be liable to such party under this Agreement Indemnified Person for any legal or other expenses subsequently incurred by such party independently Indemnified Person in connection with the defense thereof or participation therein (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, unless: however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (ain addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party and the shall not have employed counsel reasonably acceptable to such Indemnified Party will have mutually agreed Person to the retention of represent such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnified Person within a reasonable time after the Indemnifying Party and has received notice of commencement of the Indemnified Party and representation of both parties by Claims from, or delivered on behalf of, the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffIndemnified Person, (iii) after the Indemnifying Party agrees to indemnify assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party from has failed or is failing to defend such claim and against any loss or liability by reason provides written notice of such settlement determination and the basis for such determination, and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or judgment(iv) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. A successor by law Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall have sole control over any Tax controversy or Tax audit and shall be permitted to settle any liability for Taxes of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementCompany and its Subsidiaries.

Indemnification Procedure. Any The obligation of a party (the "INDEMNIFYING PARTY") to indemnify any person obligated to provide indemnification or entity (the "INDEMNIFIED PARTY") under this Article VIII ("Indemnifying Party" for Section 4.1 hereof is conditioned upon receiving from the purpose Indemnified Party written notice of this Section 8.3) will not be liable under the indemnification provisions assertion or institution of this Article VIII with respect a claim arising from or related to any claim made against liability set forth in Section 4.1 hereof (a party entitled to indemnification under this Article VIII ("Indemnified Party" for CLAIM") or of the purpose occurrence of this Section 8.3) unless such an event which the Indemnified Party will have notified reasonably believes could lead to the assertion of a Claim, specifying in reasonable detail the nature and amount of such Claim, promptly after the Indemnified Party becomes aware of such Claim or event; provided, however, that the failure of the Indemnifying Party in writing within to receive such notice on a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify timely basis shall relieve the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have its obligation to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except indemnify hereunder only if and to the extent that such failure is prejudicial to its ability to defend such Claim. Subject to the failure to notify results in the failure of actual notice to terms hereof, the Indemnifying Party shall have the absolute right, in its sole discretion and such Indemnifying Party is damaged solely as a result at its sole expense, to elect to defend, settle or otherwise protect against any Claim with legal counsel of failure its own selection reasonably satisfactory to give such notice. In case any such action is brought against the Indemnified Party, provided, however, that no Claim may be settled by the Indemnifying Party will without the consent of the Indemnified Party, which consent shall not be entitled unreasonably withheld. The Indemnified Party shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with of any Claim through counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear its own and the fees and expenses of such counsel will be at the expense of such Indemnified Party unless (i) the Indemnifying Party specifically authorized the employment of such counsel and specifically agreed to pay such counsel's fees, (ii) based on the advice of counsel, there is a conflict of interest between the position of the Indemnifying Party on the one hand and the Indemnified Party on the other hand, or (iii) the Indemnifying Party fails to assume the defense or fails to contest such action in good faith, in any additional counsel retained by itwhich case, and if the Indemnified Party notifies the Indemnifying Party that it elects to employ separate counsel, the Indemnifying Party will not have the right to assume the defense of such Claim on behalf of the Indemnified Party and the reasonable fees and expenses of such separate counsel shall be liable borne by the Indemnifying Party. The Indemnified Party shall, and shall cause its affiliates to, at all times cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make (subject to such party under this Agreement for any legal assertion of attorney-client and other applicable privileges) its employees available or other expenses subsequently incurred by such party independently otherwise render reasonable assistance to the Indemnifying Party in connection with its defense of any Claim. Subject to the next sentence, if the Indemnified Party, without the prior consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed), makes any settlement with respect to any Claim, the Indemnifying Party shall be discharged from all obligations under Section 4.1 hereof with respect to such Claim. In the event the Indemnifying Party does not undertake the defense thereof other than reasonable costs against, settlement of investigationor protection against any Claim in accordance with this Section 4.2, unless: (a) the Indemnified Party shall have the right, but not the obligation, to defend, contest, assert cross claims or counterclaims or otherwise protect against the same, to make any compromise or settlement thereof, with the consent of the Indemnifying Party which shall not be unreasonably withheld or delayed, and to recover from the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both be indemnified by 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffentire cost thereof, the Indemnifying Party agrees to indemnify the Indemnified Party from including, without limitation, legal expenses, disbursements and against any loss or liability by reason all amounts paid as a result of such Claim or the compromise or settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementthereof.

Indemnification Procedure. Any person obligated For the purposes of this Clause 4, the Party claiming indemnification for Losses (the “Indemnifiable Party”), including due to provide a claim issued by a governmental authority or a third party that could constitute an indemnifiable Loss (a “Third-Party Claim”), shall notify in writing the Party responsible for the indemnification under this Article VIII ("the “Indemnifying Party" for the purpose of this Section 8.3”) will not be liable under the indemnification provisions of this Article VIII with respect to any such claim made or Third-Party Claim. In the event of a Third-Party Claim, the notice shall be given within the first 1/3 (third) of the legal period for presenting a defense or possible motion against a party entitled to indemnification under this Article VIII such claim ("Indemnified Party" “Defense”), provided however that if the legal period for Defense is 5 (five) days or less, such notice shall be given within the first half of the legal period for the purpose Defense. The Indemnifying Party shall assume the Defense of this Section 8.3the Third-Party Claim, appointing lawyers of its choice, bearing all the costs arising therefrom, and shall provide the necessary guarantees (or shall replace any such guarantee already provided by the Indemnifiable Party) unless to present or assume the Defense. The Indemnifiable Party shall provide such Indemnified Party will have notified information and documents as the Indemnifying Party in writing within a reasonable time after reasonably requests for conducting the summons or other first legal process giving information Defense. The Indemnifiable Party shall also have the right monitor the progress of the nature of Third-Party Claim, at its own expense and cost, and such Indemnifiable Party shall also be entitled to appoint its own counsel to accompany the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)defense conducted by the Indemnifying Party. Subject to Closing, but failure to notify the Indemnifying Party shall immediately assume the defense of any such claim will not relieve the Indemnifying Third-Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is Claims brought against the Indemnified Party, Party that could generate Losses for which the Indemnifying Party will be entitled to participate, at its own expense, is responsible in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, accordance with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by itthis Clause 4, and the Indemnifying Party will not shall assume the related costs and arrange for the replacement of any guarantees provided hitherto by the Indemnified Party in the context of the applicable Defense. The indemnification for Losses provided for in this Clause shall be liable to such party under this Agreement for any legal or other expenses subsequently incurred paid within 10 (ten) days of the receipt by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and of the Indemnified notice from the Indemnifiable Party will have mutually agreed of the documents evidencing the Loss incurred, including from any final decision, not subject to appeal, relating 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 themLoss, as applicable. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.CLAUSE 5

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("Indemnifying Party" for the purpose of this Section 8.36.3) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("Indemnified Party" for the purpose of this Section 8.36.3) unless such Indemnified Party will shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeVI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII V ("Indemnifying Party" for the purpose of this Section 8.35.4) will not be liable under the indemnification provisions of this Article VIII V with respect to any claim made against a party entitled to indemnification under this Article VIII V ("Indemnified Party" for the purpose of this Section 8.35.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIV, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. V. The indemnification provisions contained in this Article VIII V will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide Whenever a claim arises for indemnification under this Article VIII ("Indemnifying Party" for Section 15, the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Person entitled to indemnification under this Article VIII ("the “Indemnified Party" ”) will promptly notify the Party from which indemnification is sought (the “Indemnifying Party”) of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the purpose event of this Section 8.3) unless such any claim for indemnification hereunder resulting from or in connection with any claim by a third party, the Indemnified Party will have notified give such notice thereof to the Indemnifying Party not later than *** prior to the time any response to the asserted claim is required, if possible, and in writing any event within a reasonable time after the summons or other first legal process giving information *** following receipt of the nature of the claim will have been served upon such Indemnified Party notice thereof (or after such party will have received notice of such service on any designated agent), but provided that failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from of any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIParty, except to the extent that the failure to notify results in the failure Indemnifying Party has been actually prejudiced by such failure). Following receipt of actual notice to of a claim by a third party, and provided that the Indemnifying Party and has not failed or is not failing to use reasonable efforts to defend such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Partyclaim, the Indemnifying Party will be entitled to participatehave the option, at its own cost and expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with of such matter and to retain counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of defend any additional counsel retained by itsuch claim, and the Indemnifying Party will not be liable to such party under this Agreement the Indemnified Party for any legal fees of other counsel or any other expenses subsequently incurred by such party independently in connection (except as expressly provided to the contrary herein) with respect to the defense thereof of such claim or litigation, other than reasonable costs fees and expenses of investigation, unless: counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party will have the option of joining the defense of such claim (awhich will be at the sole cost and expense of the Indemnified Party) with counsel not reasonably objected to by the Indemnifying Party and counsel for each Party will, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other Party and any counsel designated by that Party. In effecting the settlement or compromise of, or consenting to the entry of any judgment with respect to, any such claim, the Indemnifying Party, or the Indemnified Party, as the case may be, will act in good faith, will consult with the other Party and will enter into only such settlement or compromise or consent to the entry of any judgment as the other Party will consent, such consent not to be unreasonably withheld, conditioned or delayed. If an Indemnifying Party has failed or is failing to use reasonable efforts to defend such a claim, the Indemnified Party will have mutually agreed shall, at the Indemnifying Party’s expense, assume the defense of such claim, with counsel reasonably acceptable to the retention Indemnifying Party; provided, however, that the Indemnified Party shall not have the right to settle such claim without the consent of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnifying Party, which consent shall not be withheld unless the Indemnifying Party and notifies the Indemnified Party and representation in writing of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themIndemnifying Party’s commercially reasonable basis for withholding such consent. The An Indemnifying Party will not be liable for any settlement settlement, compromise or judgment not made in accordance with the preceding sentence; provided, however, that, notwithstanding anything to the contrary in this Section 15, no consent of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the settlement or compromise of any claim by the Indemnified Party will be necessary to the extent that the Indemnified Party provides the Indemnifying Party with an unqualified release from and against any loss or liability by reason in respect of such settlement or judgmentthird-party claim. A successor by law Without limiting the generality of the parties foregoing, with respect to this Agreement any Multi-Cause Action, HTI and DCC will be entitled consider reasonable cooperation with respect to the benefits defense of such action, which may include entering into joint defense or other similar arrangements. Additionally, nothing in Section 15(b) is intended to limit HTI’s right to assert a defense arising under the indemnification contained last sentence of Section 4(e), including as a cross claim in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementproceeding otherwise subject to Section 15(b).

Indemnification Procedure. Any person obligated The parties’ obligation to provide indemnification under this Article VIII indemnify is subject to the conditions that the party with the obligation to indemnify ("“Indemnifying Party" for the purpose of this Section 8.3”) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received is given prompt notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will claims and is given primary control of and all reasonably requested assistance (at the other party’s cost) for the defense of such claims (with counsel reasonably satisfactory to the party being indemnified (“Indemnified Party”)), provided that the Indemnified Party shall under no circumstances be required to admit liability, and provided further that any delay in notification shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, its obligations hereunder except to the extent that the failure delay materially impairs its ability to notify results indemnify. Without limiting the foregoing, the Indemnified Party may participate in the failure of actual notice to defense at its own expense and with its own counsel; provided that if the Indemnified Party reasonably concludes that the Indemnifying Party has conflicting interests or different defenses available with respect to such claim, the reasonable fees and such Indemnifying Party is damaged solely as a result expenses of failure one counsel to give such notice. In case any such action is brought against the Indemnified Party, Party shall be borne by the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereofParty. The Indemnifying Party also will be entitled shall not enter into or acquiesce to assume any settlement containing any admission of or stipulation to any guilt, fault, liability or wrongdoing on the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to part of the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, or which would otherwise adversely affect the Indemnified Party will bear without the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will Indemnified Party’s prior written consent (which shall not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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 themunreasonably withheld). The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify shall keep the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law advised of the parties to this Agreement will be entitled to the benefits status of the indemnification contained claims and the defense thereof and shall consider in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementgood faith the recommendations made by the Indemnified Party with respect thereto.

Indemnification Procedure. Any person obligated to provide If a Buyer Indemnified Party or a Seller Indemnified Party seeks indemnification under this Article VIII IX, such party ("the “Indemnified Party”) shall give reasonably prompt written notice to the other party (the “Indemnifying Party" for ”) of the purpose of this Section 8.3) will not facts and circumstances giving rise to the claim. If any suit, action, claim or Liability shall be liable under brought or asserted by any third party which, if adversely determined, would entitle the indemnification provisions of Indemnified Party to indemnity pursuant to this Article VIII with respect IX, the Indemnifying Party may, if it so elects by written notice to any the Indemnified Party given within fifteen (15) days of the Indemnifying Party’s receipt of the notice of commencement thereof (which written notice shall include an acknowledgement that such claim made against a party entitled to indemnification is one for which the Indemnifying Party is responsible under this Article VIII IX), assume and control the defense thereof ("and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all necessary expenses; provided that, the Indemnifying Party shall not have the right to assume control of such defense if the claim as to which the Indemnifying Party seeks to assume control involves or relates to: (a) a claim for non-monetary relief; (b) criminal or quasi-criminal allegations; (c) a claim asserted by or on behalf of a customer, supplier or borrower of the Indemnified Party or its Affiliates and the loss of the commercial relationship with such customer, supplier or borrower, in the reasonable judgment of the Indemnified Party" for , would be materially adverse to the purpose Indemnified Party; or (d) a proceeding in which the Indemnifying Party is also a named party and the interests of this Section 8.3) unless such the Indemnifying Party would reasonably be expected to conflict with the interests of the Indemnified Party. In the event that the Indemnified Party will has the right to retain exclusive control of the defense of such claim due to a failure of the Indemnifying Party to satisfy any of the requirements set forth above, the Indemnified Party shall use good faith efforts, consistent with prudent business judgment, to defend such claim. If the Indemnifying Party is permitted to assume and control the defense and elects to do so, the Indemnified Party shall have notified the right to employ counsel separate from counsel employed by the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled and to participate, at its own expense, participate in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear but the fees and expenses of any additional such counsel retained employed by it, and the Indemnified Party shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred in writing; (ii) the Indemnifying Party has been advised by such party independently in connection with the defense thereof other than counsel that a reasonable costs likelihood exists of investigation, unless: (a) a conflict of interest between the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counselParty; or (biii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party has failed to assume the defense and employ counsel; in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party. Any settlement or compromise made or caused to be made by the Indemnified Party and representation or the Indemnifying Party, as the case may be, of both parties by any such claim, suit, action or proceeding of the same counsel would be inappropriate due kind referred to actual or potential differing interests between them. The Indemnifying Party will in this Section 9.3 shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify binding upon the Indemnified Party from and against any loss or liability by reason of such settlement the Indemnifying Party, as the case may be, without its prior written consent, which consent shall not be unreasonably withheld, conditioned or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementdelayed.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.38.4) unless if such Indemnified Party will have notified has failed to notify in writing the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Sections 8.1(c), 8.2(c) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), as applicable, but failure to notify the Indemnifying Party of or any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated 14.3.1. Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought pursuant to provide indemnification under this Article VIII XIV. In case any proceeding ("including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article XIV, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party" for the purpose of this Section 8.3”) will not be liable under the indemnification provisions of this Article VIII with respect in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for claims that are the purpose subject matter of this Section 8.3) unless such Indemnified Party will have notified proceeding. At its option, the Indemnifying Party in writing within a reasonable time after may assume the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party defense of any such Third Party claim will not relieve the Indemnifying Party from any liability which it may have subject to indemnification as provided for in this Section 14.3 by giving written notice to the Indemnified Party against whom within ** (or until such action is brought otherwise time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than on account ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims (a) that solely seek monetary damages and (b) as to which the indemnification provision of this Article VIIIIndemnifying Party expressly agrees in writing that, except to the extent that the failure to notify results in the failure of actual notice to as between the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will shall be entitled solely obligated to participatesatisfy and discharge the claim in full (the matters described in (a) and (b), at its own expense, in the defense thereof“Litigation Conditions”). The Indemnifying Indemnified Party also will be entitled may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to within the Election Time Period. If the Indemnified Party of the Indemnifying Party's election fails to assume promptly provide an Indemnification Claim Notice, and such failure materially prejudices the defense thereofof such claim, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and then the Indemnifying Party will not shall be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs relieved of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees responsibility to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementParty.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.party

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("an “Indemnified Party" for the purpose of this Section 8.3) unless Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party will have notified in respect thereof, notify the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; provided that (i) the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure omission to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (ii) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to the such Indemnified Party against whom such action is brought Person otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice8. In case any such action is Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnified PartyIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participateparticipate therein, at its own expenseand, in to the defense thereof. The Indemnifying Party also will be entitled extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereofthereof or participation therein, with counsel satisfactory reasonably acceptable to such Indemnified Person; provided that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party named Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the actiondefense of such Indemnified Claims. After Upon receipt of notice from the Indemnifying Party to the such Indemnified Party Person of the Indemnifying Party's its election to so assume the defense thereof, of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Party will bear the fees and expenses of any additional counsel retained by itPerson, and the Indemnifying Party will shall not be liable to such party under this Agreement Indemnified Person for any legal or other expenses subsequently incurred by such party independently Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (A) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to any local counsel in each jurisdiction in which local counsel is required as well as in the case of any perceived or actual conflict, unless: appropriate conflict counsel) and all such expenses shall be reimbursed as they occur), (aB) the Indemnifying Party and shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the Indemnified Party will have mutually agreed to the retention of such counsel; or Claims, (bC) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party shall have failed or is failing to defend such claim, and is provided written notice of such failure by the Indemnified Party Person and representation such failure is not reasonably cured within ten (10) Business Days of both parties by the same counsel would be inappropriate due to actual receipt of such notice, or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, (D) the Indemnifying Party agrees shall have authorized in writing the employment of counsel for such Indemnified Person. Notwithstanding anything herein to indemnify the Indemnified Party from contrary, the Company and against its Subsidiaries shall have sole control over any loss Tax controversy or liability by reason of such settlement or judgment. A successor by law Tax audit of the parties Company or its Subsidiaries and shall be permitted to this Agreement will be entitled to the benefits settle any liability for Taxes of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementCompany and its Subsidiaries after due consultation with the Required Backstop Parties.

Indemnification Procedure. Any person obligated All claims for indemnification pursuant to provide indemnification under this Article VIII Sections 11.1 or 11.2 ("Indemnifying “Claims”) shall be made in a reasonably detailed writing, which shall include, without limitation, the amount so demanded for such Claim (to the extent readily calculable), by the party seeking to be indemnified (the “Indemnified Party" for ”) and sent to the purpose addresses set forth in the notice provisions set forth herein (the “Indemnification Notice”). The making of this Section 8.3) will not be liable under a Claim pursuant to a properly delivered and reasonably detailed Indemnification Notice shall toll the indemnification provisions running of this Article VIII the limitation period set forth above with respect to any claim made against a that specific Claim. The party entitled from which indemnification is sought (the “Indemnifying Party”) shall have ten (10) days after such Indemnification Notice is received to indemnification under this Article VIII either ("i) agree to the Indemnified Party" ’s demand, or (ii) refuse such demand for the purpose of this Section 8.3) unless such Indemnified Party will have notified indemnification. Should the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure fail to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have respond to the Indemnified Party against whom Party’s Indemnification Notice within such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Partyten (10) day period, the Indemnifying Party will shall be entitled deemed to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason as requested in such Indemnification Notice. In the event that the Indemnifying Party refuses to indemnify the Indemnified Party pursuant to such Indemnification Notice, the Indemnified Party shall be free to pursue such Claim for indemnity pursuant to the terms of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits with any court of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementcompetent jurisdiction.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the 2007-04-FIVIT 16 Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide Whenever a claim arises for indemnification under this Article VIII ("Indemnifying Party" for Section 15, the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Person entitled to indemnification under this Article VIII ("the “Indemnified Party" ”) will promptly notify the Party from which indemnification is sought (the “Indemnifying Party”) of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the purpose event of this Section 8.3) unless such any claim for indemnification hereunder resulting from or in connection with any claim by a third party, the Indemnified Party will have notified give such notice thereof to the Indemnifying Party not later than *** Days prior to the time any response to the asserted claim is required, if possible, and in writing any event within a reasonable time after the summons or other first legal process giving information *** Days following receipt of the nature of the claim will have been served upon such Indemnified Party notice thereof (or after such party will have received notice of such service on any designated agent), but provided that failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from of any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIParty, except to the extent that the failure to notify results in the failure Indemnifying Party has been actually prejudiced by such failure). Following receipt of actual notice to of a claim by a third party, and provided that the Indemnifying Party and has not failed or is not failing to use reasonable efforts to defend such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Partyclaim, the Indemnifying Party will be entitled to participatehave the option, at its own cost and expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with of such matter and to retain counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of defend any additional counsel retained by itsuch claim, and the Indemnifying Party will not be liable to such party under this Agreement the Indemnified Party for any legal fees of other counsel or any other expenses subsequently incurred by such party independently in connection (except as expressly provided to the contrary herein) with respect to the defense thereof of such claim or litigation, other than reasonable costs fees and expenses of investigation, unless: counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party will have the option of joining the defense of such claim (awhich will be at the sole cost and expense of the Indemnified Party) with counsel not reasonably objected to by the Indemnifying Party and counsel for each Party will, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other Party and any counsel designated by that Party. In effecting the settlement or compromise of, or consenting to the entry of any judgment with respect to, any such claim, the Indemnifying Party, or the Indemnified Party, as the case may be, will act in good faith, will consult with the other Party and will enter into only such settlement or compromise or consent to the entry of any judgment as the other Party will consent, such consent not to be unreasonably withheld, conditioned or delayed. If an Indemnifying Party has failed or is failing to use reasonable efforts to defend such a claim, the Indemnified Party will have mutually agreed may, at the Indemnifying Party’s expense, assume the defense of such claim, with counsel reasonably acceptable to the retention Indemnifying Party; provided, however, that the Indemnified Party shall not have the right to settle such claim without the consent of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnifying Party, which consent shall not be withheld unless the Indemnifying Party and notifies the Indemnified Party and representation in writing of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themIndemnifying Party’s commercially reasonable basis for withholding such consent. The An Indemnifying Party will not be liable for any settlement, compromise or judgment not made in accordance with the preceding sentence; provided, however, that, notwithstanding anything to the contrary in this Section 15, no consent of the Indemnifying Party to the settlement or compromise of any claim by the Indemnified Party will be necessary to the extent that the Indemnified Party provides the Indemnifying Party with an unqualified release from liability in respect of such third-party claim. Without limiting the generality of the foregoing, with respect to any Multiple-Cause Action, HTI and MBUSA shall reasonably cooperate with respect to the defense of such action, which may include entering into joint defense or other similar arrangements. Additionally, nothing in Section 15(b) is intended to limit HTI’s right to assert a defense arising under Section 4(e) (regarding damages caused by errors or omissions in the specifications and requirements set forth in Exhibit G), including as a cross claim in any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for otherwise subject to Section 15(b). For the plaintiffavoidance of doubt, the Indemnifying Party agrees Party’s obligations under this Section 15 shall include, without limitation, the obligation to indemnify compensate the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementfor ***.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("Indemnifying Party" for the purpose of this Section 8.36.3) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("Indemnified Party" for the purpose of this Section 8.36.3) unless such Indemnified Party will shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeVI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will shall bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide If either Party is seeking indemnification under this Article VIII Sections 11.1 or 11.2 ("the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party" for ”) of the purpose claim giving rise to the obligation to indemnify pursuant to such Section within ten (10) Business Days after receiving notice of this Section 8.3) will the claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a claim shall not be liable under affect the indemnification provisions of this Article VIII with respect provided hereunder except to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified extent the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will have received notice prejudiced as a result of such service on any designated agentfailure or delay to give notice), but failure to notify the . The Indemnifying Party shall have the right to assume the defense of any such claim will not relieve the Indemnifying Party from any liability for which it may have is obligated to indemnify the Indemnified Party. The Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to shall cooperate with the Indemnifying Party and such the Indemnifying Party is damaged solely Party’s insurer as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expenseexpense and with counsel of its choice, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of any claim that has been assumed by the Indemnifying Party's election . Neither Party shall have the obligation to assume indemnify the defense thereof, the Indemnified other Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) any settlement made without the Indemnifying Party and Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. If the Indemnified Party will have mutually agreed Parties cannot agree as to the retention application of Section 11.1 or 11.2 as to any claim, pending resolution of the dispute pursuant to Article 14, the Parties may conduct separate defenses of such counsel; claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 11.1 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law 11.2 upon resolution of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementunderlying claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("In assuming the defense of any Third Party Claim, the Indemnifying Party" for the purpose of this Section 8.3: (a) will not be liable under the indemnification provisions of this Article VIII shall act diligently and in good faith with respect to all matters relating to the defense, settlement or disposition of such Third Party Claim as the defense, settlement or disposition relates to the Indemnified Party; (b) may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Third Party Claim any claim made against a party law firm or counsel reasonably selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; (c) keep the Indemnified Party informed of the status of such Third Party Claim; (d) shall have the right to settle the Claim on any terms the Indemnifying Party chooses, subject to prior notification to the Indemnified Party; provided that the Indemnifying Party shall not settle or otherwise resolve any Third Party Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification under this Article VIII ("hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party" for , without prior written consent of the purpose of this Section 8.3) unless such Indemnified Party, which may not be unreasonably withheld or delayed. The Indemnified Party will have notified shall reasonably cooperate with the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information its defense of the nature of the claim will have been served upon such Indemnified any Third Party (or after such party will have received notice of such service on any designated agent), but failure to notify Claim for which the Indemnifying Party of any such claim will not relieve has assumed the Indemnifying Party from any liability which it may defense in accordance with this Section 12.3.3, and shall have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, right (at its own expense, ) to be present in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with person or through counsel satisfactory at all legal proceedings giving rise to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party right of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementindemnification.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless if such Indemnified Party will have notified has failed to notify the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), ) but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated In the event of any claim, suit, proceeding, or action of a Third Party (a “Third Party Claim”) giving rise to provide an indemnification obligation under this Article VIII ("Indemnifying Party" for ARTICLE 11, the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party person or entity entitled to indemnification under this Article VIII ARTICLE 11 ("Indemnified individually, an “Indemnitee”), will promptly notify the Party from whom indemnification is sought (the “Indemnifying Party" for ”), in writing of the purpose Third Party Claim (it being understood and agreed, however, that the failure by an Indemnitee to give notice of a Third Party Claim as provided in this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim 11.3 will not relieve the Indemnifying Party from any liability which it may have of its indemnification obligation under this Agreement, except and only to the Indemnified extent that such Indemnifying Party against whom is actually prejudiced as a result of such action is brought otherwise than on account failure to give notice). The Indemnifying Party will manage and control, at its sole expense, the defense of the indemnification provision claim and its settlement, and all such expenses of this Article VIII, such defense and any settlement will be considered “Expenses” for purposes of the Profit/Loss Share (except to the extent that such expenses arise from the failure to notify results in Indemnifying Party’s breach of this Agreement (or any other agreement between the failure Parties), violation of actual Applicable Law, gross negligence, or willful misconduct). Within 30 days after delivery of such notification the Indemnifying Party may, upon written notice to the Indemnitee, assume control of the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnitee. The Indemnitee may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnitee reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnitee have conflicting interests with respect to such Indemnifying Third Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified PartyClaim, then the Indemnifying Party will be entitled responsible for the reasonable fees and expenses of counsel to participatethe Indemnitee solely in connection therewith (and any such reasonable fees and expenses of counsel will be considered “Expenses” for purposes of the Profit/Loss Share except to the extent the Third Party Claim arises from the Indemnitee’s breach of this Agreement (or any other agreement between the Parties), at its own expenseviolation of Applicable Law, gross negligence, or willful misconduct). Notwithstanding anything to the contrary set forth in this Agreement, in the defense thereof. The Indemnifying Party also no event will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear be responsible for the fees and expenses of more than one counsel in any additional counsel retained by itone jurisdiction for all Indemnified Parties. If the Indemnifying Party does not assume control of the defense of the Third Party Claim within 30 days after delivery of Indemnitee’s notice of such claim and request for indemnification, then the Indemnitee(s) may defend such Third Party Claim. Each Party will keep the other Party advised of the status of such Third Party Claim and the defense thereof, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or consider recommendations made by the other expenses subsequently incurred by such party independently in connection Party with the defense thereof other than reasonable costs of investigation, unless: (a) respect thereto. If the Indemnifying Party and assumes control of the Indemnified defense of the Third Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Claim, then the Indemnifying Party will not agree to any settlement of such Third Party Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party and representation Indemnitee from all liability with respect thereto or that imposes any liability or obligation on the Indemnitee without the prior written consent of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themIndemnitee. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees obligated to indemnify the Indemnified Indemnitee(s) for any Third Party from and against any loss or liability Claim settled by reason of such settlement or judgment. A successor by law of the parties to this Agreement Indemnitee(s) without the Indemnifying Party’s prior written consent, which consent will not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated to provide (i) The Person seeking indemnification under this Article VIII Section 5.3 ("the “Indemnified Party”) shall give to the party(ies) from whom indemnification is sought (the “Indemnifying Party" for the purpose ”) prompt written notice of any third-party claim which may give rise to any indemnity obligation under this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it5.3, and the Indemnifying Party will have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying the Indemnified Party within 10 days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. If the Indemnified Party desires to participate in any such defense assumed by the Indemnifying Party, it may do so at its sole cost and expense; provided, however, that the Indemnified Party will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if, in the reasonable judgment of counsel to the Indemnified Party, a conflict or potential conflict exists, or there are separate or additional defenses available to the Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party declines to assume any such defense or fails to diligently pursue any such defense, then the Indemnifying Party will be liable to such party under this Agreement for any legal or other all reasonable costs and expenses subsequently incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such party independently claim, including reasonable fees and disbursements of counsel. The parties hereto agree to cooperate with each other in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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 themclaim. The Indemnifying Party will not be liable for any settlement not, without the prior written consent of the Indemnified Party, settle, compromise, or consent to the entry of any proceeding effected without its written judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a consent but if settled with such consent order, injunction or if there is a final judgment for decree that would restrict the plaintiff, the Indemnifying Party agrees to indemnify future activity or conduct of the Indemnified Party from or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and against any loss or (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability by reason arising out of such settlement or judgmentclaim and any related claim. A successor by law The Indemnified Party will not, without the prior written consent of the parties to this Agreement Indemnifying Party, which will not be entitled unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the benefits entry of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementjudgment with respect to any such claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII V ("Indemnifying Party" for the purpose of this Section 8.35.3) will not be liable under the indemnification provisions of this Article VIII V with respect to any claim made against a party entitled to indemnification under this Article VIII V ("Indemnified Party" for the purpose of this Section 8.35.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIV, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will win be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, thereto with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. V. The indemnification provisions contained in this Article VIII V will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying PartyINDEMNIFYING PARTY" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified PartyINDEMNIFIED PARTY" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified Party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3a) will not be liable under the indemnification provisions of this Article VIII Except with respect to Tax audits, claims or other proceedings, which for the avoidance of doubt shall be governed by the provisions of Section 10.02(c), promptly after receipt by a Buyer Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to as an “Indemnified Party”) of notice by a third party (including any claim made against a party Governmental Authority) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to indemnification under this Article VIII receive payment from any other party for any Buyer Losses or any Seller Losses ("Indemnified Party" for as the purpose of this Section 8.3) unless case may be), such Indemnified Party will have notified notify Buyer or Seller, as the case may be (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party in writing within a reasonable time after will relieve the summons or other first legal process giving information of Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the nature of the claim will have been served upon extent that, such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve results in the forfeiture by the Indemnifying Party from any liability which it may of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party against whom within 10 days thereafter assuming full responsibility for any Buyer Losses or Seller Losses (as the case may be) resulting from such audit, investigation, action is brought otherwise than on account or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch counsel; provided, except however, that, the Indemnifying Party will not have the right to the extent that the failure to notify results assume such defense if (i) in the failure reasonable opinion of actual notice to counsel for the Indemnified Party, there is a reasonable likelihood of a material conflict of interest between the Indemnifying Party and such Indemnifying Party is damaged solely as the Indemnified Party, (ii) the claim for indemnification relates to or arises in connection with a result of failure to give such notice. In case any criminal proceeding, (iii) the principal relief sought by such action is brought an injunction or equitable relief against the Indemnified Party, (iv) Buyer reasonably believes that Buyer Losses relating to such claim could exceed the maximum amount that the Buyer Indemnified Parties could then be entitled to receive under this Article XI or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such audit, investigation, action or proceeding. Should an Indemnifying Party assume the defense of a third-party claim in accordance with this Section 11.03, the Indemnifying Party shall not be liable to the Indemnified Party for any of the Indemnified Party’s legal expenses incurred by the Indemnified Party in connection with the investigation or defense thereof. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 10 day period, or if the Indemnifying Party is otherwise not entitled to assume such defense, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to reimburse the Indemnified Party of for the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the reasonable fees and expenses disbursements of any additional such counsel retained by itupon the final, and non-appealable resolution of such audit, investigation, action, or proceeding; provided, however, that the Indemnifying Party will not be liable required to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and reimburse the Indemnified Party will have mutually agreed for the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect 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 which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, will have the right to participate in such matter and representation of both parties by the same to retain its own counsel would be inappropriate due to actual or potential differing interests between themat such Party’s own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, at all times use reasonable efforts to keep the Indemnifying Party agrees to indemnify or the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law Party, as the case may be, reasonably apprised of the parties status of the defense of any matter the defense of which they are maintaining and to this Agreement will be entitled cooperate in good faith with each other with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsuch matter.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII IX ("Indemnifying Party" for the purpose of this Section 8.39.4) will not be liable under the indemnification provisions of this Article VIII IX with respect to any claim made against a party entitled to indemnification under this Article VIII IX ("Indemnified Party" for the purpose of this Section 8.39.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIIX, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIIIIX. The indemnification provisions contained in this Article VIII IX will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated Promptly after receipt by an Indemnitee of notice of the commencement of any action or proceeding in respect of which indemnity may be sought by such Indemnitee pursuant to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not 6.1 or 6.2, such Indemnitee will, if a claim in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the an Indemnifying Party in writing within a reasonable time after the summons under Section 6.1 or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)6.2, but failure to notify the Indemnifying Party of any such claim the commencement thereof, but the omission so to notify the Indemnified Party will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIany Indemnitee under Section 6.1 or 6.2 or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and is prejudiced by such Indemnifying Party is damaged solely as a result of failure to give such noticeomission. In case any such action or proceeding is brought against any Indemnitee and it notifies an Indemnifying Party of the Indemnified Partycommencement thereof, the Indemnifying Party will be entitled to participateparticipate therein and, at its own expense, in to the defense thereof. The Indemnifying Party also will be entitled extent that it may wish to assume the defense thereof, with and if it assumes such defense, it shall retain counsel reasonably satisfactory to such Indemnitee to represent the Indemnitee and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless in the reasonable judgment of the Indemnitee separate and conflicting defenses are available to such Indemnitee, in which event the Indemnitee may select one firm of separate counsel reasonably satisfactory to the party named in Indemnifying Party for purposes of defending such action, whose fees and expenses shall be borne by the actionIndemnifying Party, provided that the Indemnifying Party shall not be responsible for the fees and expenses of more than one counsel for all such Indemnitees. After notice from the Indemnifying Party to the Indemnified Party such Indemnitee of the Indemnifying Party's its election so to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not (except as otherwise provided herein) be liable to such party Indemnitee under this Agreement Sections 6.1 or 6.2 for any legal or other expenses subsequently incurred by such party independently Indemnitee in connection with the defense thereof other than reasonable costs of investigation, unless: (a) . If the Indemnifying Party and elects not to assume the Indemnified Party will have mutually agreed to the retention defense of such counsel; a claim 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. The Indemnifying Party action, it will not be liable obligated to pay the fees and expenses of more than one counsel for the Indemnitee with respect to such claim or action. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of any Indemnitee which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such action or proceeding. No Indemnifying Party shall be subject to any liability for any settlement of any proceeding effected made without its written consent, which consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will shall not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated to provide indemnification The obligations and liabilities of the Indemnifying Party under this Article VIII V with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article V ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party" for Party notice of such Third Party Claim promptly after the purpose receipt by the Indemnified Party of this Section 8.3) will not be liable under such notice (which notice shall include the indemnification amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Article VIII with Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any claim made against a party entitled to indemnification of its obligations under this Article VIII ("Indemnified Party" for V except to the purpose of this Section 8.3) unless such Indemnified Party will have notified extent the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon is materially prejudiced by such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will and shall not relieve the Indemnifying Party from any liability which other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article V. Upon written notice to the Indemnified Party against whom such action is brought otherwise than on account within five (5) days of the indemnification provision receipt of this Article VIIIsuch notice, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its or his expense and through counsel of its or his choice (which counsel shall be reasonably satisfactory to the Indemnified Party); provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to such Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is damaged solely as a result of failure to give such notice. In case is, directly or indirectly, conducting the defense against any such action is brought against Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume expense, all such witnesses (including himself), records, materials and information in the defense thereof, Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Loss and would not require it to take, or refrain from taking, any action, the Indemnifying Party's liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will bear refrain from any act or omission that is inconsistent with the fees and expenses of any additional counsel retained position taken by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying a Third Party and Claim unless the Indemnified Party will have mutually agreed determines that such act or omission is reasonably necessary 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without protect its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementown interest.

Indemnification Procedure. Any person obligated (a) As a condition precedent to provide a claim under this Article 10, a party seeking indemnification hereunder (the "Indemnified Party") will promptly give to the party from whom indemnity is sought (the "Indemnifying Party") notice of any matter which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIII ("Indemnifying Party" Agreement, which notice will specify in reasonable detail the nature of the claim, the basis for indemnification and the purpose amount and nature of this Section 8.3) will not be liable under the Losses for which indemnification provisions of this Article VIII is sought. If a claim by a third party is made against an Indemnified Party and the Indemnified Party intends to seek indemnity hereunder with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for thereto, the purpose of this Section 8.3) unless such Indemnified Party will have notified promptly so as to not prejudice the Indemnifying Party's defenses of, or other obligations with respect to, such claim (and in any case within 30 days of such claim being formally made) give the Indemnifying Party notice of such claim. The Indemnified Party will cooperate with the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure defense and make available to notify the Indemnifying Party of any such claim will not relieve all pertinent records, materials and information in its possession or under its control relating thereto as is reasonably requested by the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except Party. If and to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result does not, within 20 days after receipt of failure to give such notice. In case any such action is brought against the Indemnified Party, object, then the Indemnifying Party will be entitled have 30 days after receipt of such notice to participate, pay the Losses specified in the notice or to assume and control the defense of such third-party claim (including any appeals with respect thereto) at its own expense, in the defense thereofexpense and through counsel of its choice. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from If the Indemnifying Party elects not to defend against such claim, then it will promptly so notify the Indemnified Party of the Indemnifying Party's election to assume the defense thereofand, in such event, the Indemnified Party will bear then be entitled, at its option, to assume and control the fees defense of such claim (including any appeals with respect thereto) at its expense and expenses through counsel of any additional counsel retained by itits choice. In such event, and if it is finally determined that the Indemnifying Party will not be liable failed to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with assume the defense thereof other than reasonable costs of investigationa claim for which it is liable hereunder, unless: (a) then the expense of defending such claim will be borne by the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementParty.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated 9.3.1 Promptly following receipt by an Indemnified Party of a copy of a complaint or of notice by a third party of any complaint or of the commencement of any audit, investigation, action or proceeding with respect to provide indemnification under this Article VIII which such Indemnified Party may be entitled to receive payment from the other Party for any Purchaser Loss or any Seller Loss (as the case may be), such Indemnified Party shall notify USASF or Global Energy, as the case may be (the "Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party ), in writing within a reasonable time after (the summons "Indemnity Claim Notice") of such complaint or other first legal process giving information of notice of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice commencement of such service on any designated agent)audit, but investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party of any such claim will not shall relieve the Indemnifying Party from liability hereunder with respect to such claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in the Indemnifying Party being deprived of its right to recover any liability payment under its applicable insurance coverage, if any, or the Indemnifying Party being deprived of, or being practically unable to assert, rights and defenses otherwise available to the Indemnifying Party with respect to such claim, and provided further, it being agreed that Indemnity Claim Notices must be delivered prior to the expiration of the applicable Claims Period. The Indemnity Claim Notice shall set forth the identity of the third party claimant, a summary (to the extent then known by the Indemnified Party) of the allegations and nature of the complaint or such audit, investigation, action or proceeding and of the amount asserted in such complaint or of such audit, investigation, action or proceeding, and the provision or provisions under this Agreement which it may form the basis for the indemnity claim being made by the Indemnified Party. The Indemnifying Party shall have the right, by written notice to the Indemnified Party against whom given within twenty (20) days after receiving the Indemnity Claim Notice, to assume full responsibility for any Purchaser Losses or Seller Losses (as the case may be) resulting from such complaint or such audit, investigation, action is brought otherwise than on account or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch counsel. In the event, except to the extent however, that the failure to notify results in the failure of actual notice to the Indemnifying Party and declines or fails to assume the defense of such Indemnifying Party is damaged solely as a result of failure complaint or the audit, investigation, action or proceeding on the terms provided above or to give such notice. In case any such action is brought against employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20-day period, then the Indemnifying Party will shall pay the reasonable fees and disbursements of counsel for the Indemnified Party as incurred; provided, however, that the Indemnifying Party shall not be entitled required to participatepay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single audit, at investigation, action or proceeding. In any audit, investigation, action or proceeding for which indemnification is being sought hereunder the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its own counsel at such Party's own expense, in the defense thereof. The Indemnifying Party also will be entitled or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementmatter.

Indemnification Procedure. Any person obligated (a) Promptly after receipt by a Purchaser Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to provide indemnification under this Article VIII as an "Indemnified Party") of notice by a third party ("Indemnifying Party" for including any Governmental Entity) of any complaint or the purpose commencement of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any audit, investigation, action or proceeding with respect to any claim made against a party which such Indemnified Party may be entitled to indemnification under this Article VIII receive payment from the other Party for any Purchaser Losses or the Seller Losses ("Indemnified Party" for as -54- 59 the purpose of this Section 8.3) unless case may be), such Indemnified Party will have notified notify the Purchaser or the Seller, as the case may be (the "Indemnifying Party"), promptly following the Indemnified Party's receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party in writing within a reasonable time after will relieve the summons or other first legal process giving information of Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the nature of the claim will have been served upon extent that, such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve results in the forfeiture by the Indemnifying Party from any liability which it may have of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. If the Indemnifying Party provides written notice to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to within ten (10) days following receipt by the Indemnifying Party of notice of a claim pursuant to the preceding sentence and such Indemnifying Party is damaged solely assumes full responsibility for any Purchaser Losses or Seller Losses (as a result the case may be) resulting from such audit, investigation, action or proceeding, the Indemnifying Party may assume the defense of failure such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to give the Indemnified Party and the payment of the fees and disbursements of such noticecounsel. In case any such the event, however, that the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action is brought against or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such ten (10)-day period, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Indemnifying Party will be entitled to participate, at its own expense, in pay the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the reasonable fees and expenses disbursements of any additional such counsel retained by itas incurred; provided, and however, that the Indemnifying Party will not be liable required to such party under this Agreement pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any legal or other expenses subsequently incurred by such party independently jurisdiction in connection with the defense thereof other than reasonable costs of any single audit, investigation, unless: (a) the Indemnifying Party and action or proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, will have mutually agreed the right to the retention of participate in such counsel; or (b) the named parties matter and to any retain its own counsel at 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 themParty's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, at all times use reasonable efforts to keep the Indemnifying Party agrees to indemnify or the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law Party, as the case may be, reasonably apprised of the parties status of the defense of any matter the defense of which they are maintaining and to this Agreement will be entitled cooperate in good faith with each other with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsuch matter.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII V ("Indemnifying Party" for the purpose of this Section 8.35.4) will not be liable under the indemnification provisions of this Article VIII V with respect to any claim made against a party entitled to indemnification under this Article VIII V ("Indemnified Party" for the purpose of this Section 8.35.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIV, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. V. The indemnification provisions contained in this Article VIII V will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII (as such, the "Indemnifying PartyINDEMNIFYING PARTY" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII (as such, the "Indemnified PartyINDEMNIFIED PARTY" for the purpose of this Section 8.3) unless such Indemnified Party will have has notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have has been served upon such Indemnified Party (or after such party will have has received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify or delay in notifying results in the failure or material delay of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give or delay in giving such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party or parties named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("Indemnifying Party" Paragraph 8 of Exhibit A of notice of the commencement of any action, the indemnified party will, if a claim is to be made against an indemnifying party under this Paragraph 8 of Exhibit A, notify the indemnifying party in writing of the commencement thereof and generally summarize the action. The indemnifying party will have the right to participate in and to assume the defense of that claim; provided, however, that the indemnifying party will be entitled to select counsel for the purpose defense of this Section 8.3) the claim with the approval of any parties entitled to indemnification, which approval will not be liable unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and HSH in conducting the defense of the proceeding by reason of recognized claims for indemnity under this Paragraph 8 of Exhibit A, then the indemnification party who did not select counsel pursuant to the above provisions of this Article VIII with respect to any claim made against a party will be entitled to indemnification under this Article VIII ("Indemnified Party" for select its own separate counsel to participate, but not control the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice defense of such service on any designated agentclaim(s), but and the indemnifying party agrees to cooperate in good faith with such separate counsel and take into account in good faith the input of such separate counsel in light of such conflicts. The failure to notify an indemnifying party promptly of the Indemnifying Party commencement of any such claim action, if prejudicial to the ability of the indemnifying party to defend the action, will relieve the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Paragraph 8 of Exhibit A, but the omission to notify the indemnifying party will not relieve the Indemnifying Party from party of any liability which it that the party may have to the Indemnified Party against whom such action is brought any indemnified party otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs Paragraph 8 of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.Exhibit A.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless if such Indemnified Party will have notified has failed to notify in writing the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Sections 8.1(c), 8.2(c) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), as applicable, but failure to notify the Indemnifying Party of or any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated In the event of any claim, suit, proceeding or action of a Third Party (a “Third Party Claim”) giving rise to provide an indemnification obligation under this Article VIII ("Indemnifying Party" for Section 10.3, the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party person or entity entitled to indemnification under this Article VIII Section 10.3 ("Indemnified individually, an “Indemnitee”), will promptly notify the Party from whom indemnification is sought (the “Indemnifying Party" for ”), in writing of the purpose Third Party Claim (it being understood and agreed, however, that the failure by an Indemnitee to give notice of a Third Party Claim as provided in this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim 10.3 will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the its indemnification provision of obligation under this Article VIIIAgreement, except and only to the extent that the such Indemnifying Party is actually prejudiced as a result of such failure to notify results in give notice). The Indemnifying Party will manage and control, at its sole expense, the failure defense of actual the claim and its settlement. Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice to the Indemnitee, assume control of the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnitee. The Indemnitee may participate therein [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnitee reasonably concludes, based on advise from counsel, that the Indemnifying Party and the Indemnitee have conflicting interests with respect to such Indemnifying Third Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified PartyClaim, the Indemnifying Party will be entitled to participate, at its own expense, in responsible for the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with reasonable fees and expenses of counsel satisfactory to the party named Indemnitee solely in the action. After notice from connection therewith; provided further, however, that in no event will the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear be responsible for the fees and expenses of more than one counsel in any additional counsel retained by itone jurisdiction for all Indemnified Parties. If the Indemnifying Party does not assume control of the defense of the Third Party Claim within thirty (30) days after delivery of Indemnitee’s notice of such claim and request for indemnification, the Indemnitee(s) may defend such Third Party Claim. Each Party will keep the other Party advised of the status of such Third Party Claim and the defense thereof, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or consider recommendations made by the other expenses subsequently incurred by such party independently in connection Party with the defense thereof other than reasonable costs of investigation, unless: (a) respect thereto. If the Indemnifying Party and does assume control of the Indemnified defense of the Third Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Claim, the Indemnifying Party will not agree to any settlement of such Third Party Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party and representation Indemnitee from all liability with respect thereto or that imposes any liability or obligation on the Indemnitee without the prior written consent of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themIndemnitee. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees obligated to indemnify the Indemnified Indemnitee(s) for any Third Party from and against any loss Claim settled by the Indemnitee(s) without the Indemnifying Party’s prior written consent, which consent will not be unreasonably withheld, delayed or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementconditioned.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for a) Promptly and in any event within twenty (20) days after an Indemnified Party obtains knowledge of any actual or possible complaint, dispute or claim or the purpose commencement of this Section 8.3any audit, investigation, action or proceeding by a third party (including any Governmental Authority) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party which such Indemnified Party may be entitled to indemnification under this Article VIII pursuant hereto ("Indemnified Party" for the purpose of this Section 8.3) unless a “Third-Party Claim”), such Indemnified Party will have notified shall provide written notice thereof to the party obligated to indemnify under this Section 10 (the “Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of Party”), stating the nature of and basis and the claim will have been served upon such Indemnified Party (or after such party will have received notice estimated dollar amount of such service on any designated agent)Third-Party Claim, but to the extent known and based upon information then possessed by the Indemnified Party; provided, however, that the delay or failure to so notify the Indemnifying Party of any such claim will not shall relieve the Indemnifying Party from any liability which it may hereunder with respect to such Third-Party Claim only if, and only to the extent that, such delay or failure to so notify the Indemnifying Party materially prejudices the Indemnifying Party. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party against whom such action is brought otherwise than on account within twenty (20) days after receipt of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual written notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against from the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to of such Third-Party Claim; provided that the party named in the action. After notice from the Indemnifying Party to the Indemnified Party assumption of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Third-Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs Claim shall constitute an admission of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees responsibility to indemnify the Indemnified Party from and against any loss with respect to all Purchaser Losses or liability by reason Sellers Losses, as applicable, related to such Third-Party Claim. Notwithstanding the foregoing, if (i) the Indemnifying Party declines or fails to assume the defense of such settlement Third-Party Claim within such twenty (20) day period, (ii) the Indemnifying Party fails to prosecute actively and diligently settle such Third-Party Claim, (iii) the Indemnified Person, based on the advice of counsel, determines in good faith that there is a reasonable probability that such Third-Party Claim may adversely affect the Indemnified Party or judgment. A successor by law any of its Affiliates, or that there is a conflict of interest that would prevent the Indemnifying Party from fully and adequately representing the Indemnified Party’s interests with respect to such Third-Party Claim, (iv) the Third-Party Claim involves any violation of criminal Laws, or (v) the Third-Party Claim involves a significant supplier, distributor or customer of the parties Business, then in each case, the Indemnified Party shall have the right, but not the obligation, to this Agreement will be entitled defend such Third-Party Claim in such manner as the Indemnified Party reasonably deems appropriate and any Purchaser Losses or any Seller Losses, as the case may be, shall include the reasonable fees and disbursements of counsel for the Indemnified Party as incurred. In any Third-Party Claim for which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such Third-Party Claim, shall have the right to participate in such matter and to retain its own counsel at such party’s own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use reasonable efforts to keep the other party reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsuch matter.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.Indemnified

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("Indemnifying PartyINDEMNIFYING PARTY" for the purpose of this Section 8.36.4) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified PartyVI("INDEMNIFIED PARTY" for the purpose of this Section 8.36.4) unless such Indemnified Party will shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeVI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Party entitled to indemnification under this Article VIII Section 19 ("each an “Indemnified Party" for ”) agrees to give the purpose Party required to indemnify such Party hereunder (each an “Indemnifying Party”) prompt written notice of this Section 8.3) unless any Indemnity Claim as to which it intends to request indemnification hereunder. The Indemnifying Party will have the right to direct, through counsel of its own choosing, the defense or settlement of any Indemnity Claim at its own expense. The Indemnified Party may participate in such defense at its own expense. If the Indemnifying Party fails to defend or, if after commencing or undertaking any such defense, fails to prosecute or withdraws from such defense, the Indemnified Party will have notified the right to undertake the defense or settlement thereof, at the Indemnifying Party’s expense. If the Indemnified Party assumes the defense of any such Indemnity Claim pursuant to this section 19 and proposes to settle such Indemnity Claim prior to a final judgment thereon or to forego any appeal with respect thereto, then the Indemnified Party will give the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received prompt written notice of such service on any designated agent), but failure to notify thereof and the Indemnifying Party will have the right to participate in the settlement or assume or reassume the defense of any such claim will not relieve the Indemnifying Party from any liability which it may have Indemnity Claim. Notwithstanding anything contained in this Section 19 to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Partycontrary, the Indemnifying Party will be entitled to participatenot, at its own expense, in without the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to prior written consent of the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party (which consent will not be liable unreasonably withheld or delayed), agree to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any a settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementIndemnity Claim.

Indemnification Procedure. Any person obligated 8.3.1 Promptly following receipt by an Indemnified Party of a copy of a complaint or of notice by a third party of any complaint or of the commencement of any audit, investigation, action or proceeding with respect to provide indemnification under this Article VIII which such Indemnified Party may be entitled to receive payment from the other Party for any Purchaser Loss, such Indemnified Party shall notify Global Energy (the "Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party ), in writing within a reasonable time after (the summons "Indemnity Claim Notice") of such complaint or other first legal process giving information of notice of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice commencement of such service on any designated agent)audit, but investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party of any such claim will not shall relieve the Indemnifying Party from liability hereunder with respect to such claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in the Indemnifying Party being deprived of its right to recover any liability payment under its applicable insurance coverage, if any, or the Indemnifying Party being deprived of, or being practically unable to assert, rights and defenses otherwise available to the Indemnifying Party with respect to such claim, and provided further, it being agreed that Indemnity Claim Notices must be delivered prior to the expiration of the applicable Claims Period. The Indemnity Claim Notice shall set forth the identity of the third party claimant, a summary (to the extent then known by the Indemnified Party) of the allegations and nature of the complaint or such audit, investigation, action or proceeding and of the amount asserted in such complaint or of such audit, investigation, action or proceeding, and the provision or provisions under this Agreement which it may form the basis for the indemnity claim being made by the Indemnified Party. The Indemnifying Party shall have the right, by written notice to the Indemnified Party against whom given within twenty (20) days after receiving the Indemnity Claim Notice, to assume full responsibility for any Purchaser Losses resulting from such complaint or such audit, investigation, action is brought otherwise than on account or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch counsel. In the event, except to the extent however, that the failure to notify results in the failure of actual notice to the Indemnifying Party and declines or fails to assume the defense of such Indemnifying Party is damaged solely as a result of failure complaint or the audit, investigation, action or proceeding on the terms provided above or to give such notice. In case any such action is brought against employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20-day period, then the Indemnifying Party will shall pay the reasonable fees and disbursements of counsel for the Indemnified Party as incurred; provided, however, that the Indemnifying Party shall not be entitled required to participatepay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single audit, at investigation, action or proceeding. In any audit, investigation, action or proceeding for which indemnification is being sought hereunder the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its own counsel at such Party's own expense, in the defense thereof. The Indemnifying Party also will be entitled or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementmatter.

Indemnification Procedure. Any person obligated (a) Promptly after receipt by a Purchaser Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to provide indemnification under this Article VIII as an “Indemnified Party”) of notice by a third party ("Indemnifying Party" for including any Governmental Entity) of any complaint or the purpose commencement of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any audit, investigation, action or proceeding with respect to any claim made against a party which such Indemnified Party may be entitled to indemnification under this Article VIII ("Indemnified Party" receive payment from the other Party for any Purchaser Losses or Seller Losses, as the purpose of this Section 8.3) unless case may be, such Indemnified Party will have notified notify the Purchaser, the Parent or the Sellers, as the case may be (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party in writing within a reasonable time after will relieve the summons or other first legal process giving information of Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the nature of the claim will have been served upon extent that, such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve results in the forfeiture by the Indemnifying Party from any liability which it may of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party against whom within ten (10) days thereafter assuming full responsibility for any Purchaser Losses or Seller Losses, as the case may be, resulting from such audit, investigation, action is brought otherwise than on account or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch counsel. If, except to the extent that the failure to notify results in the failure of actual notice to however, the Indemnifying Party and such Indemnifying Party is damaged solely as a result declines or fails to assume the defense of failure the audit, investigation, action or proceeding on the terms provided above or to give such notice. In case any such action is brought against employ counsel reasonably satisfactory to the Indemnified Party, in either case within such ten (10) day period, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Indemnifying Party will be entitled to participate, at its own expense, in pay the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the reasonable fees and expenses disbursements of any additional such counsel retained by itas incurred; provided, and however, that the Indemnifying Party will not be liable required to such party under this Agreement pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any legal or other expenses subsequently incurred by such party independently jurisdiction in connection with the defense thereof other than reasonable costs of any single audit, investigation, unless: (a) the Indemnifying Party and action or proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, will have mutually agreed the right to the retention of participate in such counsel; or (b) the named parties matter and to any retain its own counsel at 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 themParty’s own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, at all times use reasonable efforts to keep the Indemnifying Party agrees to indemnify or the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law Party, as the case may be, reasonably apprised of the parties status of the defense of any matter the defense of which they are maintaining and to this Agreement will be entitled cooperate in good faith with each other with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsuch matter.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified Party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated (a) Promptly after receipt by a LabOne Indemnified Party or a ChoicePoint Indemnified Party (hereinafter referred to provide indemnification under as, the "Indemnified Party") of notice by a third party of any claim or the commencement of any action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other party for any Losses (ignoring, for this Article VIII purpose, the Threshold Amount (as hereinafter defined)), such Indemnified Party shall, within ten (10) days, notify LabOne or ChoicePoint, as the appropriate indemnifying party or representative thereof (the "Indemnifying Party" "), of such third-party claim or of the commencement of such action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from liability for such third-party claim arising otherwise than under this Agreement and such failure to so notify the purpose of Indemnifying Party shall relieve the Indemnifying Party from liability under this Section 8.3) will not be liable under the indemnification provisions of this Article VIII Agreement with respect to any such third-party claim made against a party entitled only if, and only to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless extent that, such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve results in the forfeiture by the Indemnifying Party from of any liability which it may rights or defenses otherwise available to the Indemnifying Party with respect to such third-party claim. Unless the Indemnifying Party is also a party to such third-party claim and the Indemnified Party determines in good faith after conferring with its outside counsel that joint representation would be inappropriate, the Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party against whom within twenty (20) days thereafter (or, if earlier, by the tenth (10th) day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting such claim), to assume the defense of such action is brought otherwise than on account or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch counsel. In the event, except to the extent however, that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result declines or fails to assume the defense of failure the action or proceeding or to give such notice. In case any such action is brought against employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20-day period (or earlier 10-day period, if applicable), then such Indemnified Party may employ counsel to represent or defend it in any such action or proceeding for the account and risk of the Indemnifying Party, and the Indemnifying Party will shall pay the fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall not be entitled required to participatepay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, at the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense, in the defense thereof. The Indemnifying Party also will or the Indemnified Party, as the case may be, shall at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which it is maintaining, and to cooperate in good faith with the other with respect to the defense of any such action. Anything in this Section 9.4 to the contrary notwithstanding, the Indemnifying Party shall not be entitled to assume the defense thereof, with counsel satisfactory to the of any third-party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear claim (and shall pay the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to in defending such third-party claim as incurred) if the retention of such counsel; third-party claim seeks an injunction or (b) the named parties to other equitable relief or any such proceeding (including any impleaded parties) include both the Indemnifying Party and other relief other than money damages against the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementrelated claim for money damages.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In , in case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated (a) Promptly after receipt by a Buyer Indemnified Party or a Seller Indemnified Party (and any other Seller Subject Parties) (hereinafter collectively referred to provide indemnification under this Article VIII as an “Indemnified Party”) of notice by a third party ("Indemnifying Party" for including any Governmental Authority) of any Actions or the purpose commencement of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any audit with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless which such Indemnified Party will have notified may be entitled to receive payment hereunder for any Buyer Losses or any Seller Losses (as the case may be), Buyer or Seller, as applicable, shall notify Buyer or Seller, as the case may be (in such capacity, Buyer or Seller are hereinafter referred to as an “Indemnifying Party”), of such Action; provided, however, that the failure to so notify the Indemnifying Party in writing within will relieve the Indemnifying Party from liability under this Agreement with respect to such Action or audit only if, and only to the extent that, the defense of such Actions is prejudiced as a reasonable time after the summons or other first legal process giving information result of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Party. The Indemnifying Party from any liability which it may will have the right, at its sole expense, upon written notice delivered to the Indemnified Party against whom within fifteen (15) calendar days after receiving such action is brought otherwise than on account notice, to assume the defense of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to such Action with counsel selected by the Indemnifying Party and such reasonably satisfactory to the Indemnified Party. In the event, however, that the Indemnifying Party is damaged solely as a result declines or fails to (1) assume the defense of failure the Action on the terms provided above or (2) employ counsel reasonably satisfactory to give such notice. In case any such action is brought against the Indemnified Party, in any case within such fifteen (15) day period, then such Indemnified Party may employ counsel to represent or defend it in any such Action and the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory (subject to the party named in other terms and provisions of this Agreement) pay the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the reasonable fees and expenses disbursements of any additional such counsel retained by itas incurred; provided, and however, that the Indemnifying Party will not be liable required to such party under this Agreement pay the fees and disbursements of more than one counsel for all Indemnified Parties in any legal or other expenses subsequently incurred by such party independently jurisdiction in any single Action. For avoidance of doubt, the fees and disbursements of counsel of any Buyer Indemnified Party in connection with a Buyer Loss shall be satisfied solely by receiving from the defense thereof other than reasonable costs Escrow Agent a portion of investigationthe General Escrow Amount in an amount equal to such fees and disbursements. In any Action with respect to which indemnification is being sought hereunder, unless: (a) the Indemnifying Party and the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such Action, will have mutually agreed the right to the retention of participate in such counsel; or (b) the named parties matter and to any retain its own counsel at 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 themParty’s own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will not be liable for any settlement at all times use all commercially reasonable efforts to (i) diligently conduct the defense of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment Action for which they are maintaining the plaintiff, the Indemnifying Party agrees to indemnify defense and (ii) keep the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law the Indemnifying Party, as the case may be, reasonably apprised of the parties status of the defense of any Action the defense of which they are maintaining and to this Agreement will be entitled cooperate in good faith with each other with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsuch Action.

Indemnification Procedure. Any person obligated (a) Promptly after receipt by a Buyer Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to provide indemnification under this Article VIII as an “Indemnified Party”) of notice by a third party ("Indemnifying Party" for including any Governmental Authority) of any complaint or the purpose commencement of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any audit, investigation, action or proceeding with respect to any claim made against a party which such Indemnified Party may be entitled to indemnification under this Article VIII receive payment from any other party for any Buyer Losses or any Seller Losses ("Indemnified Party" for as the purpose of this Section 8.3) unless case may be), such Indemnified Party will have notified notify Buyer or the Sellers’ Representative, as the case may be (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party in writing within a reasonable time after will relieve the summons or other first legal process giving information of Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the nature of the claim will have been served upon extent that, such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve results in the forfeiture by the Indemnifying Party from any liability which it may of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party against whom within ten (10) days thereafter assuming full responsibility for any Buyer Losses or Seller Losses (as the case may be) resulting from such audit, investigation, action is brought otherwise than on account or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch counsel; provided, except however, that, the Indemnifying Party will not have the right to the extent that the failure to notify results assume such defense if (i) in the failure reasonable opinion of actual notice to counsel for the Indemnified Party, there is a reasonable likelihood of a material conflict of interest between the Indemnifying Party and such Indemnifying Party is damaged solely as the Indemnified Party, (ii) the claim for indemnification relates to or arises in connection with a result of failure to give such notice. In case any criminal proceeding, (iii) the principal relief sought by such action is brought an injunction or equitable relief against the Indemnified Party, (iv) Buyer reasonably believes that Buyer Losses relating to such claim could exceed the maximum amount that the Buyer Indemnified Parties could then be entitled to receive under this Article XI or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such audit, investigation, action or proceeding. Should an Indemnifying Party assume the defense of a third-party claim in accordance with this Section 11.03, the Indemnifying Party shall not be liable to the Indemnified Party for any of the Indemnified Party’s legal expenses incurred by the Indemnified Party in connection with the investigation or defense thereof. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such ten (10) day period, or if the Indemnifying Party is otherwise not entitled to assume such defense, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to reimburse the Indemnified Party of for the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the reasonable fees and expenses disbursements of any additional such counsel retained by itupon the final, and non-appealable resolution of such audit, investigation, action, or proceeding; provided, however, that the Indemnifying Party will not be liable required to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and reimburse the Indemnified Party will have mutually agreed for the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect 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 which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, will have the right to participate in such matter and representation of both parties by the same to retain its own counsel would be inappropriate due to actual or potential differing interests between themat such Party’s own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, at all times use reasonable efforts to keep the Indemnifying Party agrees to indemnify or the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law Party, as the case may be, reasonably apprised of the parties status of the defense of any matter the defense of which they are maintaining and to this Agreement will be entitled cooperate in good faith with each other with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsuch matter.

Indemnification Procedure. Any person obligated In a circumstance where one Party is required to provide indemnify the other Party for one hundred percent (100%) of the Losses arising from any Third Party Claim, a Party or any of its Affiliates or their respective directors, officers, employees or agents (the “Indemnitee”) that intends to claim indemnification under this Article VIII 11 shall promptly notify the other Party ("Indemnifying Party" for the purpose “Indemnitor”) of this Section 8.3) will not be liable under any Losses in respect of which the indemnification provisions of this Article VIII with respect Indemnitee intends to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for such indemnification, and if the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party Indemnitor confirms in writing within a reasonable time after that it will indemnify the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party Indemnitee for one hundred percent (or after such party will have received notice 100%) of such service on any designated agent)Loss, but failure to notify then the Indemnifying Party of any such claim will not relieve Indemnitor shall have the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled right to assume the defense thereofthereof with counsel of its choice, subject to the consent of the non-Indemnifying Party, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that an Indemnitee shall have the right to retain its own counsel, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses to be paid by the Indemnitor, if representation of any additional such Indemnitee by the counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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 Indemnitor would be inappropriate due to actual or potential differing conflicting interests between themsuch Indemnitee and any other Party represented by such counsel in such proceedings. The Indemnifying Party will Indemnitor shall not be liable responsible for any the fees and expenses of more than one counsel to all Indemnitees. The indemnity in this Article 11 shall not apply to amounts paid in settlement of any proceeding Third Party Claim if such settlement is effected without its the prior written consent but if settled with of any Indemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. The failure to deliver notice to an Indemnitor within a reasonable time after the commencement of any such consent or if there is a final judgment for the plaintiff, the Indemnifying Third Party agrees to indemnify the Indemnified Party from and against Claim shall not relieve such Indemnitor of any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in Indemnitee under this Article VIII11 with respect to such action, except to the extent that such failure materially prejudiced the Indemnitor’s ability to defend such action. The indemnification provisions contained in Each Indemnitee under this Article VIII will survive 11, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any termination of Claim or action covered by this Agreementindemnification.

Indemnification Procedure. Any person obligated to provide The indemnification under this Article VIII ("Indemnifying Party" provided for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have Sections 9.1 and 9.2 above are subject to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party following terms and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unlessconditions: (a) the party claiming indemnification ("Indemnified Party") must notify the other party ("Indemnifying Party and Party") promptly in writing of any notice of the Indemnified Party will have mutually agreed claim subject to the retention of such counselindemnification; or (b) the named parties to any Indemnifying Party shall have sole control over such proceeding (including any impleaded parties) include both defense and all negotiations for the settlement and compromise of such claim; provided that the Indemnifying Party and may not settle or compromise such claim without the consent of the Indemnified Party and representation (which consent will not be unreasonably withheld or delayed) unless such settlement or compromise requires only the payment of both parties money damages to the claimant which is paid in full by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party; (c) for so long as the Indemnifying Party will is diligently conducting such defense, it shall not be liable for any separate attorney's fees of the Indemnified Party; and (d) the Indemnified Party shall cooperate with the Indemnifying Party in a defense and settlement of any proceeding effected without its written consent but if settled with such consent claim; provided that the Indemnifying Party shall not be liable hereunder for any settlement or if there is a final judgment for compromise negotiated by the plaintiff, Indemnified Party unless the Indemnifying Party agrees in writing to indemnify be so bound. If the Indemnified Party from provides notice of a claim in accordance with (a) and against any loss or liability by reason of such settlement or judgment. A successor by law of is not notified within 10 business days thereafter that the parties Indemnifying Party intends to this Agreement will defend the claim, the Indemnified Party shall be entitled to the benefits of defend such claim, and settle or compromise such claim, subject to the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementprovided for herein.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.6) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.6) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action, with consent to such counsel not to be unreasonably withheld. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated 6.3.1. A party seeking indemnification from the Partnership pursuant to provide indemnification under this Article VIII Section 6 ("Indemnifying an “Indemnified Party" for ”) shall give prompt notice to the purpose Partnership of this Section 8.3the assertion of any claim, including any claim brought by a third party, in respect of which indemnity may be sought hereunder (a “Claim”) will not be liable under and shall give the indemnification provisions of this Article VIII Partnership such information with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for thereto as the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)Partnership may reasonably request, but no failure to notify give such notice shall relieve the Indemnifying Party Partnership of any such claim will not relieve liability hereunder (except to the Indemnifying Party from any liability which it may extent the Partnership has suffered actual prejudice thereby). The Partnership shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent (which notice shall state that the failure to notify results in Partnership expressly agrees that as between the failure of actual notice to the Indemnifying Party Partnership and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will Partnership shall be entitled solely obligated to participate, at its own expense, in satisfy and discharge the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After Claim) within thirty (30) days of receipt of notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election commencement of or assertion of any Claim, to assume the defense thereofof such Claim, using counsel selected by the Partnership; provided that the Partnership shall not have the right to assume the defense of a Claim (A) seeking an injunction, restraining order, declaratory relief or other nonmonetary relief against the Indemnified Party will bear (whether or not the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (aPartnership is also named as a party) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (bB) if the named parties to any such proceeding action (including any impleaded parties) include includes both the Indemnifying Indemnified Party and the Partnership and the Indemnified Party and representation of both parties shall have been advised by the same counsel would be inappropriate due that there are one or more legal or equitable defenses available to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party which are different from and against any loss or liability by reason those available to the Partnership, in which case such Indemnified Party shall have the right to participate in the defense of such settlement or judgment. A successor by law a Claim of the parties type set forth in clause (A) and/or (B) above and all Damages in connection therewith shall be reimbursed by the Partnership. In addition, if the Partnership fails to this Agreement will be entitled give the Indemnified Party the Notice complying with the provisions stated above within the stated time period, the Indemnified Party shall have the right to the benefits assume control of the indemnification contained defense of the Claim and all Damages in this Article VIIIconnection therewith shall be reimbursed by the Partnership upon demand of the Indemnified Party. The indemnification provisions contained In any event, no party assuming the defense of any Claim shall have the right to compromise or settle any Claim for non-monetary relief against the other party or any Claim for monetary relief against another party without such party’s consent (which consent shall not be unreasonably withheld or denied) unless such monetary relief is paid in this Article VIII will survive full by the settling party (without any termination expectation of this Agreementreimbursement therefor from the consenting party).

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII VII ("Indemnifying Party" ") for the purpose of this Section 8.37.4) will not be liable under the indemnification provisions of this Article VIII VII with respect to any claim made against a party entitled to indemnification under this Article VIII VII ("Indemnified Party" ") for the purpose of this Section 8.37.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIVII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.38.4) unless if such Indemnified Party will have notified has failed to notify the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Section 8.1(c), 8.2(c) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), whichever is relevant, but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification The obligations and liabilities of the Indemnifying Party under this Article VIII V with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article V ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party" for Party notice of such Third Party Claim promptly after the purpose receipt by the Indemnified Party of this Section 8.3) will not be liable under such notice (which notice shall include the indemnification amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Article VIII with Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any claim made against a party entitled to indemnification of its obligations under this Article VIII ("Indemnified Party" for V except to the purpose of this Section 8.3) unless such Indemnified Party will have notified extent the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon is materially prejudiced by such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will and shall not relieve the Indemnifying Party from any liability which other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article V. Upon written notice to the Indemnified Party against whom such action is brought otherwise than on account within five (5) days of the indemnification provision receipt of this Article VIIIsuch notice, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its or his expense and through counsel of its or his choice (which counsel shall be reasonably satisfactory to the Indemnified Party); provided, however, that, if there exists or is reasonably likely to exist, in the reasonable opinion of counsel to the Indemnified Party a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to such Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is damaged solely as a result of failure to give such notice. In case is, directly or indirectly, conducting the defense against any such action is brought against Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume expense, all such witnesses (including himself), records, materials and information in the defense thereof, Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party or the Indemnified Party on behalf of the other without the prior written consent of the other (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Loss and would not require it to take, or refrain from taking, any action, the Indemnifying Party's liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will bear refrain from any act or omission that is inconsistent with the fees and expenses of any additional counsel retained position taken by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying a Third Party and Claim unless the Indemnified Party will have mutually agreed determines that such act or omission is reasonably necessary 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without protect its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementown interest.

Indemnification Procedure. Any person obligated (a) A claim for indemnification for any matter not involving a third-party claim may be asserted by notice issued in accordance with Section 10.3 to provide the Party from whom indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to is sought. The failure by any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure Person so to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have to the such Indemnified Party against whom Person with respect to any such action is brought otherwise than on account of the indemnification provision of this Article VIIIclaim, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely materially prejudiced as a result of failure such failure, it being understood that notices in respect of a breach of a representation or warranty must be delivered prior to give the expiration of the survival period for such noticerepresentation or warranty. In case any such action is brought against the Indemnified Party, event the Indemnifying Party will be entitled to participate, at does not notify the Indemnified Person within *** (***) days following its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from receipt of such Notice of Claim that the Indemnifying Party disputes its liability to the Indemnified Party Person under this Article 7 or the amount thereof, the claim specified by the Indemnified Person in such notice will be conclusively deemed a Loss of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by itunder this Article 7, and the Indemnifying Party will not be liable pay the amount of the Losses relating to such party under this Agreement for claim to the Indemnified Person on demand or, in the case of any legal notice in which the amount of Losses related to such the claim (or other expenses subsequently incurred by any portion of the claim) is estimated, on such party independently in connection with later date when the defense thereof other than reasonable costs amount of investigation, unless: such claim (aor such portion of such claim) becomes finally determined. In the event the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, as promptly as reasonably practicable, such Indemnified Person and the Indemnified Party will 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. The appropriate Indemnifying Party will not be liable for any settlement establish the merits and amount of any proceeding effected without its written consent but if settled with such consent claim (by mutual agreement, arbitration or if there is a otherwise) and, within *** (***) Business Days following the final judgment for determination of the plaintiffmerits and amount of the Losses related to such claim, where applicable, the Indemnifying Party agrees will pay to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled Person immediately available funds in an amount equal to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementLosses related to such claim as determined hereunder.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3a) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against If a party entitled to indemnification under this Article VIII Buyers’ Indemnified Party or a Sellers’ Indemnified Party ("an “Indemnified Party" for the purpose ”) learns of this Section 8.3) unless any matter that it believes will entitle such Indemnified Party will have notified to indemnification from Sellers’ Parent or Buyers’ Parent, respectively (a “Direct Claim”), under Section 11.2 (the “Indemnifying Party”), the Indemnified Party shall deliver to the Indemnifying Party a notice describing such matter in writing within a reasonable time after the summons or other first legal process giving information of detail, including the nature of the claim will claim, the basis for the indemnification obligation, to the extent reasonably estimable and then known, the estimated Losses resulting therefrom (and a good-faith estimate of any such future Losses relating thereto), the provision(s) of this Agreement in respect of which such Losses shall have been served upon such occurred and reasonable supporting documentation (a “Notice of Claim”).A failure by the Indemnified Party (or after such party will have received to give notice in a timely manner pursuant to this Section 11.3(a) shall not limit the obligations of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of under this Article VIIIXI, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely materially prejudiced thereby (as determined by a result court of failure to give such noticecompetent jurisdiction). In case any such action is brought against the Indemnified Party, event the Indemnifying Party will be entitled to participate, at does not notify the Indemnified Party within 30 days following its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After receipt of such notice from that the Indemnifying Party disputes its liability to the Indemnified Party under this Article XI or the amount thereof, the Direct Claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by itunder this Article XI, and the Indemnifying Party will not be liable shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the Direct Claim (or any portion of the Direct Claim) is estimated, on such later date when the amount of such Direct Claim (or such portion of such Direct Claim) becomes finally determined. In the event the Indemnifying Party has timely disputed its liability with respect to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationDirect Claim as provided herein, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed shall attempt in good faith for 15 Business Days to the retention negotiate a resolution of such counsel; or (b) dispute and agree upon the named rights of the respective parties with respect to any such proceeding (including any impleaded parties) include both Direct Claim. If the Indemnifying Party and the Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and representation of both parties signed by Buyers’ Parent and Sellers’ Representative. If the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will and Indemnified Party shall not be liable for any settlement agree, then the parties hereto shall establish the merits and amount of any proceeding effected without its written consent but if settled with such consent Direct Claim (by mutual agreement or if there is a litigation in the appropriate court of competent jurisdiction set forth in Section 12.10) and, within five Business Days following the final judgment for determination of the plaintiffmerits and amount of such Direct Claim, the Indemnifying Party agrees shall pay to indemnify the Indemnified Party from and against any loss or liability by reason of immediately available funds in an amount equal to such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementDirect Claim as determined hereunder.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against Promptly after receipt by a party Person or entity entitled to indemnification under this Article VIII either Section 5.1 or Section 5.2 (an "Indemnified Party" for ") of service of process or written notice of the purpose commencement of any action or claim relating to any registration statement filed under the Securities Act pursuant to this Section 8.3) unless Agreement, such Indemnified Party will have notified the will, if a claim for indemnification hereunder in respect thereof is to be made against any other party hereto (an "Indemnifying Party"), give written notice to such Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice commencement of such service on any designated agent)action or claim, but provided that the failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party it from any liability which it may have to the any Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIParty, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of actually prejudiced by the Indemnified Party's failure to give such timely notice. In case any such action is brought against the an Indemnified Party, and it notifies an Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate, (at its own expenseexpense and subject to considerations of attorney-client privilege) to participate in and, in to the extent that it may wish, jointly with any other Indemnifying Party, to assume at its expense the defense thereof. The of such action and in connection therewith appoint counsel for the Indemnified Party, which appointment shall be subject to approval by the Indemnified Party (such approval not to be unreasonably withheld) and, after notice from the Indemnifying Party also will be entitled to such Indemnified Party of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement Indemnified Party for any legal fees or other expenses of counsel subsequently incurred by such party independently Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation; provided, unless: (a) however, that the Indemnifying Party shall bear the reasonable fees and expenses of one separate firm of counsel to the Indemnified Party will have mutually agreed to if the retention use of one counsel would present such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the counsel with a conflict of interest. No 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. The Indemnifying Party will not shall be liable for any settlement of any action or proceeding effected without its written consent but if settled with such (which consent or if there is a final judgment for the plaintiff, the shall not be unreasonably withheld). No Indemnifying Party agrees to indemnify shall, without the consent of the Indemnified Party (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from and against any loss all liability in respect to such claim or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementlitigation.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII VII ("“Indemnifying Party" ” for the purpose of this Section 8.37.4) will not be liable under the indemnification provisions of this Article VIII VII with respect to any claim made against a party entitled to indemnification under this Article VIII VII ("“Indemnified Party" ” for the purpose of this Section 8.37.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIVII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIIIVII. The indemnification provisions contained in this Article VIII VII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" Party for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent (such consent may not be unreasonably withheld) but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for In the purpose case of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made asserted by a third party against a party entitled to indemnification under this Article VIII Agreement (the "Indemnified Party" for "), written notice will be given by the purpose of this Section 8.3Indemnified Party to the indemnifying party (the "Indemnitor") unless promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party will have notified permit the Indemnifying Indemnitor (at Indemnitor's expense) to assume the defense of any claim or any litigation resulting therefrom, provided that (i) the counsel for the Indemnitor who will conduct the defense of such claim or litigation will be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such defense at such Indemnified Party's own expense, and (iii) the omission by any Indemnified Party (or after such party will have received to give written notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim as provided herein will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account Indemnitor of the its indemnification provision of obligation under this Article VIII, Agreement except to the extent that the failure to notify such omission results in the a failure of actual notice to the Indemnifying Party Indemnitor and such Indemnifying Party the Indemnitor is damaged solely prejudiced as a result of such failure to give such notice. In case any such action is brought against Except with the prior written consent of the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expenseIndemnitor, in the defense thereof. The Indemnifying Party also of any such claim or litigation, will be entitled not consent to assume the defense thereofentry of any judgment or order, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to interim or otherwise, or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnified Party in good faith determines that the conduct of the Indemnifying defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnitor might be expected to affect adversely the Indemnified Party's election tax liability or the ability of the Indemnified Party or any of its subsidiaries to assume conduct its business, or that the defense thereofIndemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnitor in respect of such claim or any litigation relating thereto, the Indemnified Party will bear have the fees right at all times to take over and expenses assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of any additional counsel retained by itthe Indemnified Party, provided that if the Indemnified Party does so take over and assume control, the Indemnifying Indemnified Party will not settle such claim or litigation without the written consent of the Indemnitor, such consent not to be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with unreasonably withheld. In the event that the Indemnitor does not accept the defense thereof other than reasonable costs of investigationany matter as above provided, unless: (a) the Indemnifying Indemnified Party will have the full right to defend against any such claim or demand and will be entitled to settle or agree to pay in full such claim or demand. Notwithstanding the foregoing, the Indemnitor will still be obliged to provide indemnification to the Indemnified Party. In any event, the Indemnitor and the Indemnified Party will have mutually agreed cooperate in the defense of any claim or litigation subject to this Section and the records of each will be available to the retention of other with respect to 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementdefense.

Indemnification Procedure. Any person obligated to provide indemnification The obligations and liabilities of Company under this Article VIII ("Indemnifying Party" for the purpose 7 with respect to Losses arising from claims of this Section 8.3) will not be liable under any third party which are subject to the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Article VIII with Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release Company from any claim made against a party entitled to indemnification of its obligations under this Article VIII ("Indemnified Party" for 7 except to the purpose of this Section 8.3) unless extent Company is materially prejudiced by such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will and shall not relieve the Indemnifying Party Company from any other obligation or liability which that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party against whom such action is brought otherwise than on account within five days of the indemnification provision receipt of this Article VIIIsuch notice, except Company shall be entitled to assume and control the extent defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that the failure to notify results would make it inappropriate in the failure reasonable judgment of actual notice such counsel for the same counsel to represent both the Indemnifying Indemnified Party and such Indemnifying Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is damaged solely as a result required, at the reasonable expense of failure to give such noticeCompany. In case the event Company exercises the right to undertake any such action defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is brought reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnifying Indemnified Party. No such Third Party will Claim may be entitled to participatesettled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, at its own expensehowever, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the Indemnifying Party's election to assume position taken by Company in the defense thereof, of a Third Party Claim unless the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable determines that such act or omission is reasonably necessary to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without protect its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementown interest.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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 themthem and the Indemnified Party receives an opinion of its outside counsel to that effect. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" ") for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" ") for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ”) for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ”) for the purpose of this Section 8.38.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide Each Party, if seeking indemnification under this Article VIII 13 ("Indemnification) (the “Indemnified Party”), will give written notice of the Third Party Claim to the other Party (the “Indemnifying Party" for the purpose of this Section 8.3”) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time no later than five Business Days after the summons or other first legal process giving information becoming aware of the nature of the claim will have been served upon Third Party Claim; provided, however, that any failure or delay in providing such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the its indemnification provision of this Article VIIIobligation, except to the extent that it is actually prejudiced by such failure or delay. Each Party will promptly furnish to the failure other Party, copies of all papers and official documents it receives in respect of any Third Party Claims or Losses arising therefrom. The Indemnifying Party will have the right to notify results in assume and control the failure defense of actual notice to the indemnification Third Party Claim at its own expense with counsel selected by the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure reasonably acceptable to give such notice. In case any such action is brought against the Indemnified Party; provided, the Indemnifying Party will be entitled to participatehowever, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the that an Indemnified Party will bear have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of any additional such Indemnified Party by the counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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 themthe Indemnified Party and any other party represented by such counsel in such proceedings. If the Indemnifying Party does not assume the defense of the Third Party Claim as described in this Section 13.3 (Indemnification Procedure), then the Indemnified Party may defend the Third Party Claim but will have no obligation to do so. The Indemnified Party will not settle or compromise the Third Party Claim without the prior written consent of the Indemnifying Party, and the Indemnifying Party will not settle or compromise the Third Party Claim in any manner that would have an adverse effect on the Indemnified Party’s interests (including any rights under this Agreement or the scope, validity, or enforceability of any Patent Rights, Confidential Information, or other rights licensed to Roche by Sarepta hereunder), in each case, without the prior written consent of the Indemnified Party, which consent (by the Indemnifying Party or Indemnified Party, as the case may be) will not be unreasonably withheld, conditioned, or delayed. The Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and will make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party, which information will be subject to Article 12 (Confidentiality). The Indemnifying Party will not be liable for any settlement or other disposition of any proceeding effected Losses by the Indemnified Party if such settlement is reached without its the written consent but if settled with such consent (not to be unreasonably withheld, conditioned or if there is a final judgment for the plaintiff, delayed) of the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgmentin accordance with this Section 13.3 (Indemnification Procedure). A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.79445843_10

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“Indemnified Party" ” for the purpose of this Section 8.38.4) unless if such Indemnified Party will have notified has failed to notify in writing the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Sections 8.1(c), 8.2(c) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), as applicable, but failure to notify the Indemnifying Party of or any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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 Xxxxx and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("Indemnifying PartyINDEMNIFYING PARTY" for the purpose of this Section 8.36.4) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("Indemnified PartyINDEMNIFIED PARTY" for the purpose of this Section 8.36.4) unless such Indemnified Party will shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such noticeVI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be shall he entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.:

Indemnification Procedure. Any person obligated to provide (i) The Person seeking indemnification under this Article VIII Section 6.1 (the "Indemnified Party") shall give to the party(ies) from whom indemnification is sought (the "Indemnifying Party" for ") prompt written notice (in the purpose case of indemnification under Section 6.1(a), such notice shall be given to each of the Shareholders) of any third-party claim which may give rise to any indemnity obligation under this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it6.1, and the Indemnifying Party will have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying the Indemnified Party within thirty (30) days of receipt of the Indemnified Party's written notice; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party's indemnification obligations hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. If the Indemnified Party desires to participate in any such defense assumed by the Indemnifying Party, it may do so at its sole cost and expense; provided, however, that the Indemnified Party will be entitled to participate in any such defense with separate counsel at the expense of the Indemnified Party if, in the reasonable judgment of counsel to the Indemnified Party, a conflict or potential conflict exists, or there are separate or additional defenses available to the Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party declines to assume any such defense or fails to diligently pursue any such defense, then the Indemnifying Party will be liable to such party under this Agreement for any legal or other all reasonable costs and expenses subsequently incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such party independently claim, including reasonable fees and disbursements of counsel. The parties hereto agree to reasonably cooperate with each other in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will 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 themclaim. The Indemnifying Party will not, without the prior written consent of the Indemnified Party, which consent will not be liable for any settlement unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the entry of any proceeding effected without its written judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a consent but if settled with such consent order, injunction or if there is a final judgment for decree that would restrict the plaintiff, the Indemnifying Party agrees to indemnify future activity or conduct of the Indemnified Party from or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and against any loss or (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability by reason arising out of such settlement or judgmentclaim and any related claim. A successor by law The Indemnified Party will not, without the prior written consent of the parties to this Agreement Indemnifying Party, which will not be entitled unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the benefits entry of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementjudgment with respect to any such claim.