Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to Any Indemnified Party seeking indemnification under this Agreement for any Liabilities shall give the Indemnifying Party notice of such Liabilities promptly but in any event on or before thirty (30) days after the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has ’s actual knowledge of any the claim as or action giving rise to which indemnity the Liabilities. Such notice shall describe the Liability in reasonable detail, and shall indicate the amount (estimated if necessary) of the Liability that has been, or may be soughtsustained by, the Indemnified Party. To the extent that the Indemnifying Party will have been actually and materially prejudiced as a result of the failure to provide such notice, the Indemnified Party shall permit bear all responsibility for any additional costs or expenses incurred by the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give provide notice. Except with the prior written consent of the Indemnified Party, no The Indemnifying Party, in Party shall assume the defense of the claim or action giving rise to the Liabilities with counsel designated by the Indemnifying Party; provided, however, that if the defendants in any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting action include both the Indemnified Party or that does not include as an unconditional term thereof and the giving by each claimant or plaintiff to such Indemnified Indemnifying Party of a release from all liability with respect to such claim or litigation. In the event that and the Indemnified Party shall in good faith determine reasonably concludes that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might there may be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified Party may have legal defenses available to it one or more defenses or counterclaims that are different from or additional to, or inconsistent with one or more of with, those that may be available to the Indemnifying Party in respect of such claim or any litigation relating theretoParty, the Indemnified Party shall have the right to select and be represented by separate counsel, at the expense of the Indemnifying Party. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall in all times cases be entitled to take over and assume control over the its own defense, settlement, negotiations or litigation relating to any such claim at the sole cost expense of the Indemnifying Party, provided that in any claim or action if it: (a) may result in injunctions or other equitable remedies with respect to the Indemnified Party; (b) may result in material liabilities which may not be fully indemnified hereunder; or (c) may have a material and adverse effect on the Indemnified Party does so take over (including a material and adverse effect on the tax liabilities, earnings, ongoing business relationships or regulation of the Indemnified Party) even if the Indemnifying Party pays all indemnification amounts in full. If the Indemnifying Party fails to assume controlthe defense of a claim or action, the indemnification of which is required under this Agreement, the Indemnified Party shall not settle such claim or litigation without may, at the written consent expense of the Indemnifying Party, contest, settle, or pay such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above claim; provided, the Indemnified Party shall have the however, that settlement or full right to defend against payment of any such claim or demand and shall action may be entitled to settle made only with the Indemnifying Party’s consent, which consent will not be unreasonably withheld, conditioned or agree to pay in full delayed, or, absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defensewarrants settlement.

Indemnification Procedures. In the case Promptly, upon becoming aware of any claim asserted matter that is subject to the provisions of this Section 9. (a “Claim”), the party seeking indemnification (the “Indemnified Party”) must give notice of the Claim to the other party (the “Indemnifying Party”), accompanied by a third party against a party entitled to indemnification under this Agreement (copy of any written documentation regarding the "Indemnified Party"), notice shall be given Claim received by the Indemnified Party. The Indemnifying Party will have the right, at its option, to settle or defend, at its own expense and with its own counsel, the party required to provide indemnification (the "Indemnifying Party") promptly after such Claim. The Indemnified Party has actual knowledge will have the right, at its option, to participate in the settlement or defense of any claim as to which indemnity may be soughtthe Claim, with its own counsel and the Indemnified Party shall permit at its own expense, but the Indemnifying Party (at will have the expense of such Indemnifying Party) right to assume control the defense of any third party claim settlement or any litigation with a third party resulting therefrom, provided that (i) the counsel for the defense. The Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive imposes any liability or other nonmonetary relief affecting obligation on the Indemnified Party Party, or that does not include as an unconditional term thereof the giving contains any acknowledgement of wrongdoing 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 shall Party, without the Indemnified Party’s prior written consent. The parties will cooperate in good faith determine that the conduct of settlement or defense and give each other access to all relevant information. If an Indemnified Party’s ability to provide a service is enjoined due to a claim covered by the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by indemnity obligations in this Section, the Indemnifying Party might be expected will, at its option and expense, and in addition to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or any other remedies that the Indemnified Party may have available have, either: a) procure for the Indemnified Party and the Users the continued right to use the service; b) replace the infringing material with non-infringing material that will not adversely affect the operation or quality of the service; c) modify the infringing material so that it one is non-infringing and will not adversely affect the operation or more defenses quality of the service; or counterclaims that d) only if none of the above options are inconsistent with one or more of those that may be available to possible after commercially reasonable attempts by the Indemnifying Party in respect of such claim or any litigation relating theretoto complete them, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to either party may terminate this Article IX and the records of each shall be available to the other with respect to such defenseAgreement.

Indemnification Procedures. In the case of any claim asserted Upon receipt by a third party against Parent Indemnified Party or a party entitled to indemnification under this Agreement Purchaser Indemnified Party (the each, an "Indemnified Party"), as the case may be, of notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a "Third Party Claim") with respect to a matter for which such Indemnified Party is indemnified under this Article VI which has or is expected to give rise to a claim for Losses, the Indemnified Party shall be given promptly, in the case of a Purchaser Indemnified Party, notify Parent and in the case of a Parent Indemnified Party, notify Purchaser (Purchaser or Parent, as the case may be, the "Indemnifying Party"), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to the party required give notice to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and obligations hereunder only to the extent extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice shall (i) describe such Third Party Claim in reasonable detail as is practicable including the sections of this Agreement, which form the basis for such claim; provided that the failure to identify a particular section in such notice shall not preclude the Indemnified Party from subsequently identifying such section as a basis for such claim, (ii) attach copies of all material written evidence thereof and (iii) set forth the estimated amount of the Losses that have been or may be sustained by an Indemnified Party. The Indemnifying Party is materially damaged as a result shall have 30 days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such failure Third Party Claim and shall be entitled to give noticeassert any and all defenses available to the Indemnified Party to the fullest extent permitted by applicable Law. Except If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent will not be unreasonably withheld or delayed), no unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Purchaser Indemnified Parties or the Parent Indemnified Parties, as applicable, from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (A) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (B) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Third 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 shall in good faith determine that the conduct of the defense of any claim Claim subject to indemnification hereunder or any proposed settlement this Article VI and keep such Persons informed of all developments relating to any such claim by the Indemnifying Third Party might be expected to affect adversely Claims, and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may cooperation shall be available to borne by the Indemnifying Party in respect of such claim or Party. In any litigation relating theretoevent, the Indemnified Party shall have the right at all times its own expense to take over and assume control over participate in the defense, settlement, negotiations or litigation relating to any defense of such claim at the sole cost of asserted liability. If the Indemnifying Party, provided that if the Indemnified Party receiving such notice of a Third Party Claim does so take over and assume controlnot elect to defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party's expense, to defend such Third Party Claim; provided, however, that the Indemnified Party shall not settle settle, compromise or discharge, or admit any liability with respect to, any such claim or litigation Third Party Claim without the written consent of the Indemnifying Party, such Party (which consent will not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim withheld or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defensedelayed).

Indemnification Procedures. In (a) If any Indemnified Party receives notice of the case assertion or commencement of any claim asserted Claim made or brought by a third party against any Person who is not a party entitled to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement (the "Indemnified Party")Agreement, notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit give the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party prompt written notice thereof. The failure to give such prompt written notice as provided herein shall not not, however, relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations, except and only to the extent that such the Indemnifying Party is materially damaged actually prejudiced by such delay or failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. Within twenty (20) days after delivery of such notification, the Indemnifying Party shall have the right to, upon written notice thereof to the Indemnified Party, assume control of and conduct, at the Indemnifying Party’s sole cost and expense, the defense of such Third Party Claim (with counsel reasonably satisfactory to the Indemnified Party); provided, that as a condition precedent to the Indemnifying Party’s right to assume and conduct such defense, within twenty (20) after the Indemnified Party has given notice of such Third Party Claim, (A) the Indemnifying Party must notify the Indemnified Party in writing that the Indemnifying Party shall undertake the defense of such Third Party Claim and (B) the Indemnifying Party must agree in writing with the Indemnified Party to indemnify the Indemnified Party from and against Losses that the Indemnified Party may suffer or incur or to which the Indemnified Party may otherwise become subject and which arise from or as a result of or are connected with such failure Third Party Claim to give noticethe extent such Losses are indemnifiable under this Article VIII. Except If the Indemnifying Party undertakes the defense of such Third Party Claim in accordance with this Section, the prior Indemnified Party will, at the expense of Indemnifying Party, cooperate in such defense; provided that the Indemnifying Party shall not, without the written consent of the Indemnified PartyParty (which consent will not be unreasonably withheld, no Indemnifying Partyconditioned or delayed), in the defense of any such claim or litigation, shall consent to the entry of any judgment or enter into any settlement that with respect to such Third Party Claim if such judgment or settlement (i) provides for injunctive or any relief other nonmonetary relief affecting than the Indemnified Party or that payment of monetary damages, (ii) does not include as an unconditional term thereof the giving by each the third party claimant or plaintiff to such the Indemnified Party of a release from all liability with Liability in respect to such claim or litigation. In the event that thereof, and/or (iii) commits the Indemnified Party to take, or to forbear to take, any action. After written notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Third Party Claim, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in good faith determine that connection with the conduct defense thereof. Notwithstanding the foregoing, the Indemnifying Party may not assume control of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above providedThird Party Claim to the extent such claim constitutes a Third Party Claim (A) involving any criminal or quasi-criminal Proceeding, action, indictment, allegation or investigation or seeking to impose any criminal penalty, fine or other sanction, (B) made by any Governmental Authority, (C) in which relief other than monetary Losses is sought, including any injunctive or other equitable relief, or (D) whereby the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay has been advised by counsel in full such claim or demand. In any event, writing that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party Party. Section 6.05(f), and not this Section 8.05, shall cooperate in govern the defense conduct and control of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseTax Matter.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "an Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expenseexpenses, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer the Company to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX Section 8.2 and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In (a) Promptly after the case receipt by any Indemnified Party of a notice of any claim asserted by a third party against a party entitled Third Party Claim that an Indemnified Party seeks to indemnification be indemnified under this Agreement (Agreement, such Indemnified Party shall give written notice of such Third Party Claim to the "Indemnifying Party, stating in reasonable detail the nature and basis of each allegation made in the Third Party Claim and the amount of potential Indemnified Party")Losses with respect to each allegation, notice shall be given to the extent known, along with copies of the relevant documents received by the Indemnified Party evidencing the Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and only to the party required to provide indemnification (extent that the "Indemnifying Party") promptly after Party is actually prejudiced by such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtfailure or delay. Thereafter, and the Indemnified Party shall permit deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party (at relating to the expense of such Third Party Claim. The Indemnifying Party) Party shall have the right to assume the defense of any third party claim or any litigation the Indemnified Party with a third party resulting therefromrespect to such Third Party Claim upon written notice to the Indemnified Party delivered within thirty (30) days after receipt of the particular notice from the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith and notified the Indemnified Party in writing thereof, provided that (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, it being understood that the Indemnifying Party shall pay all reasonable costs and expenses of counsel for the Indemnified Party after such time as the Indemnified Party has notified the Indemnifying Party who shall conduct of such Third Party Claim and prior to such time as the Indemnifying Party has notified the Indemnified Party that it has assumed the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified PartyThird Party Claim, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve file any papers or, other than in connection with a settlement of the Indemnifying Third Party of its indemnification obligation under this Agreement except and only Claim, consent to the extent that such Indemnifying Party is materially damaged as a result entry of such failure to give notice. Except with any judgment without the prior written consent of the Indemnified PartyIndemnifying Party (not to be unreasonably withheld, no conditioned or delayed) and (iii) the Indemnifying Party, in the defense of any such claim or litigation, shall Party will not consent to the entry of any judgment 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 the Third Party Claim (other than a judgment or litigation. In the event settlement that the Indemnified Party shall in good faith determine that the conduct is solely for money damages and is accompanied by a release of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely all indemnifiable claims against the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation ) without the prior written consent of the Indemnifying Party, such consent Indemnified Party (not to be unreasonably withheld, conditioned or delayed). In the event that Whether or not the Indemnifying Party does not accept shall have assumed the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any for a Third Party Claim, such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party shall not be obligated to indemnify and hold harmless the Indemnified Party shall cooperate in the defense of hereunder for any claim or litigation subject to this Article IX and the records of each shall be available consent to the other entry of judgment or settlement entered into with respect to such defenseThird Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification Procedures. In the case of any claim asserted by a third party against a party Party that may be entitled to indemnification under this Agreement (the "“Indemnified Party"”), notice shall promptly be given by the Indemnified Party to the party Party required to provide indemnification (the "“Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought”), and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party Litigation resulting therefrom, provided provided, that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation Litigation shall be reasonably satisfactory to the Indemnified Party, (ii) and the Indemnified Party may participate in such defense at such Indemnified Party's ’s expense, and (iiiii) the omission by failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged prejudiced as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigationLitigation, shall consent to entry of any judgment 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 litigationLitigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to will materially adversely affect adversely the Indemnified Party's ’s Tax liability or liability, the ability Indemnifying Party shall not settle such Litigation without the written consent of Buyer to conduct its businessthe Indemnified Party. In each case, or such consent will not be unreasonably withheld. In the event that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation Litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation Litigation relating to any such claim at the sole cost of the Indemnifying Party, provided provided, that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation Litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand Litigation, and shall be entitled to settle or agree to pay in full such claim Litigation; it being understood that the result of any such Litigation or demandany settlement or payment shall not be evidence with respect to the right to receive indemnification under this Agreement. In any eventAlliance and Federated shall reasonably cooperate with one another, and provide access to books and records in their possession or control that is reasonable under the Indemnifying Party and the Indemnified Party shall cooperate circumstances, in connection with the defense of any claim or litigation subject to under this Article IX and the records of each shall be available to the other with respect to such defenseSection 9.3.

Indemnification Procedures. In (a) If any Indemnified Party receives notice of the case assertion or commencement of any action, suit, claim asserted or other legal proceeding made or brought by a third party against any Person who is not a party entitled to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement (the "Indemnified Party")Agreement, notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit give the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party prompt written notice thereof. The failure to give such prompt written notice as provided herein shall not not, however, relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations, except and only to the extent that such the Indemnifying Party is materially damaged as a result forfeits rights or defenses by reason of such failure to give noticefailure. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 Such notice 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 shall describe the Third-Party Claim in good faith determine that reasonable detail, shall include copies of all material written evidence thereof and shall indicate the conduct estimated amount, if reasonably practicable, of the defense of any claim subject to indemnification hereunder Loss that has been or any proposed settlement of any such claim may be sustained by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 . The Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party's expense and by the Indemnifying Party's own counsel, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle cooperate in good faith in such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withhelddefense. In the event that the Indemnifying Party does not accept assumes the defense of any matter Third-Party Claim, subject to Section 7.05(b), it shall have the right to take such action as above providedit deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the full right right, at its own cost and expense, to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate participate in the defense of any claim or litigation Third-Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Article IX Agreement, the Indemnified Party may, subject to Section 7.05(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the records defense of each shall be any Third-Party Claim, including making available (subject to the other with respect provisions of Section 5.08) records relating to such defenseThird-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

Indemnification Procedures. In (i) After the case giving of notice by an Indemnified Party as required by paragraph (c) of any claim asserted or the commencement of any action by a third party against Person or Governmental Entity who is not a party entitled to indemnification under this Agreement or an Affiliate of such a party (the a "Indemnified PartyThird-Party Claim"), notice if the Indemnifying Party undertakes to defend any such claim, it shall be given by required to take control of the defense and investigation with respect to such claim and to employ and engage reputable attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the party required same, at the Indemnifying Party's cost, risk and expense, upon written notice to the Indemnified Party of such election, which notice acknowledges the Indemnifying Party's obligation to provide indemnification (the "hereunder. The Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit not settle any Third-Party Claim that is the Indemnifying Party (at subject of indemnification without the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no which consent shall not be unreasonably withheld or delayed. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party, Party and its attorneys in the investigation, trial and defense of any such claim lawsuit or litigation, shall consent to entry of any judgment 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 action with respect to such claim or litigation. In and any appeal arising therefrom (including the event that the Indemnified Party shall filing in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability name of Buyer to conduct its businessappropriate crossclaims and counterclaims). In connection with any Third-Party Claim, or that the each Indemnified Party may have available shall use reasonable efforts to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be make available to the Indemnifying Party upon written request and at reasonable times, its and its subsidiaries' officers, directors, employees and agents to act as witnesses to the extent that such persons may reasonably be required to be available in respect connection with any claim under this Section 5.2. The Indemnified Party may, at its own cost, participate in any investigation, trial and defense of such claim lawsuit or action controlled by the Indemnifying Party and any litigation relating theretoappeal arising therefrom. If there are one or more legal defenses available to the Indemnified Party that conflict with those available to the Indemnifying Party, the Indemnified Party shall have the right at all times to take over and assume control over the defenseright, settlement, negotiations or litigation relating to any such claim at the sole cost expense of the Indemnifying Party, provided to assume the defense of the lawsuit or action; provided, however, that if the Indemnified Party does so take over and assume control, the Indemnified Party shall may not settle such claim lawsuit or litigation action without the written consent of the Indemnifying Party, such which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this paragraph (d)(i), if a Third-Party Claim is for money damages asserted in an amount not to be unreasonably withheld. In exceed $1,000,000 and is principally for non-monetary relief that would have a continuing Material Adverse Effect on the event that the Indemnifying Party does not accept the defense of any matter as above providedIndemnified Party, then the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in take control of the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other investigation with respect to such defenseclaim and to employ and engage reputable attorneys of its own choice reasonably acceptable to the Indemnifying Party to handle and defend the same, at the Indemnifying Party's cost, risk and expense, upon written notice to the Indemnifying Party of such election.

Indemnification Procedures. In If a Party (the case of any claim asserted by a third party against a party “Indemnified Party”) believes it is entitled to indemnification under this Agreement and defense pursuant to Section 9.1or 9.2 with respect to a Third Party Claim, it will notify the other Party (the "Indemnified “Indemnifying Party"), notice shall be given by ”) in writing promptly after it becomes aware of such Third Party Claim (provided that the failure of the Indemnified Party to the party required to so provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit notice will not relieve the Indemnifying Party (at of its obligations under Section 9.1or 9.2, except to the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for extent the Indemnifying Party who shall conduct the defense is actually prejudiced thereby). Within thirty (30) days after receipt of such claim or litigation shall be reasonably satisfactory notice, the Indemnifying Party will, upon written notice thereof to the Indemnified Party, assume sole control of the defense of such Third Party Claim with counsel selected by the Indemnifying Party (ii) which may be, at the Indemnifying Party’s election, the Indemnifying Party’s in-house litigation counsel). If the Indemnifying Party believes that a Third Party Claim presented to it for indemnification and defense is one as to which the Indemnified Party is not entitled to indemnification and defense, it will so notify the Indemnified Party. The Indemnified Party may participate in such defense with counsel it selects, all at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the ’s own expense. 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of will provide the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of at the Indemnifying Party’s expense, such with reasonable assistance and cooperation as reasonably requested by the Indemnifying Party. Neither Party will agree to any settlement of any Third Party Claim or consent to any judgment in respect thereof without the other Party’s prior written consent, which will not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim delayed or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseconditioned.

Indemnification Procedures. In the case The obligation of any claim asserted by a third party against a party entitled to indemnification under this Agreement Party (the "“Indemnifying Party”) under Section 8.1 (Indemnification By Adimab) or Section 8.2 (Indemnification By Arsanis) (as applicable) to Indemnify the other Party (the “Indemnified Party")”) and its associated indemnitees – i.e., notice shall be given by the Adimab Indemnitees or Arsanis Indemnitees, as applicable (the “Indemnitees”) – is conditioned on: (a) the Indemnified Party to providing the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge prompt written notice of any claim as Third-Party Claim giving rise to which indemnity may be soughtan indemnification obligation hereunder, and (b) the Indemnified Party shall permit and its Indemnitees permitting the Indemnifying Party (at the expense of such Indemnifying Party) to assume direction and control of the defense of any third party claim or any litigation with a third party resulting therefrom, provided that the Third-Party Claim (iincluding the right to settle the Third-Party Claim solely for monetary consideration) the using counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (iic) the Indemnified Party may participate and its Indemnitees cooperating as requested (at the expense of the Indemnifying Party) in such the defense at such Indemnified Party's expenseof the Third-Party Claim, and (iiid) the omission by any Indemnified Party to give notice as provided herein and its Indemnitees not compromising or settling such Third-Party Claim without the Indemnifying Party’s prior written consent. The Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only agree to the extent that such Indemnifying Party is materially damaged as a result any settlement of such failure Third-Party Claim or consent to give notice. Except any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party and its Indemnitees from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or its Indemnitees or that acknowledges fault by the Indemnified Party or any Indemnitee, without the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does such Indemnitee, as applicable. If the Parties cannot include agree as an unconditional term thereof to 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 shall in good faith determine that the conduct application of the defense foregoing Sections 8.1 (Indemnification by Adimab) and 8.2 (Indemnification by Arsanis), each may conduct separate defenses of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Third-Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its businessClaim, or that the Indemnified and each 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have reserves the right at all times to take over and assume control over claim indemnity from the defense, settlement, negotiations or litigation relating to any such claim at other in accordance with this Article 8 (Indemnification) upon the sole cost resolution of the Indemnifying Party, provided that if the Indemnified underlying Third-Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseClaim.

Indemnification Procedures. In the case event of a claim for indemnification based on a third-Party claim, the Party seeking indemnification agrees to: (i) promptly notify the indemnifying Party of any claim asserted matters in respect of which the indemnity may apply and of which the indemnified Party has knowledge; provided that any failure by a third party against a party entitled the Party seeking indemnification to indemnification under this Agreement (the "Indemnified Party"), provide prompt notice shall be given by not excuse the Indemnified indemnifying Party of its indemnification obligation hereunder unless, and solely to the party required extent that, a court determines that such failure materially prejudices the indemnifying Party’s ability to provide indemnification defend or settle any such claim; (ii) give the "Indemnifying Party") promptly after such Indemnified indemnifying Party has actual knowledge of any claim as full opportunity to which indemnity may be sought, control the response thereto and the Indemnified Party shall permit defense thereof, including any agreement relating to the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefromsettlement thereof, provided that the indemnifying Party shall not settle any such claim or action unless such settlement either (ia) includes an unconditional release of the indemnified Party from all liability on all claims that are the subject matter of such proceeding or (b) is consented to in writing by the indemnified Party; and (iii) cooperate with the indemnifying Party, at the indemnifying Party’s cost and expense, in the defense or settlement thereof. The indemnified Party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel for of its choice on a monitoring, non-controlling basis. In the Indemnifying event the indemnifying Party who does not assume control of the response and defense of a claim pursuant to clause (ii) of this Section 10.3, the indemnified Party shall conduct have the right to assume control of the defense of such claim or litigation shall be reasonably satisfactory to at the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent expense of the Indemnified indemnifying Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In 9.4.1 Except as provided in Article VII with respect to certain Tax matters, if any Person who or which is entitled to seek indemnification under Section 9.2 or 9.3 (an “Indemnified Party”) receives notice of the case assertion or commencement of any claim asserted by a third party Third Party Claim against a party entitled such Indemnified Party with respect to which the Person against whom or which such indemnification is being sought (an “Indemnifying Party”) is obligated to provide indemnification under this Agreement Agreement, the Indemnified Party will give such Indemnifying Party reasonably prompt written notice thereof; provided, however, that if the Indemnified Party receives a complaint, petition, or any other pleading in connection with a Third Party Claim which requires the filing of an answer or other responsive pleading, the Indemnified Party shall furnish the Indemnifying Party with a copy of such pleading at least ten (10) Business Days prior to the "date a responsive pleading thereto is required to be filed (or promptly upon receipt by the Indemnified Party", if the Indemnified Party receives such complaint, petition or other pleading within such ten (10) Business Day period), . Such notice shall be given by the Indemnified Party will describe the Third Party Claim in reasonable detail, will include copies of all available material written evidence thereof, and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have the right to participate in the defense of such Third Party Claim at the Indemnifying Party’s expense, or at its option (subject to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Partylimitations set forth in this Section 9.3.1) to assume the defense of any third party claim or any litigation with thereof by appointing a third party resulting therefrom, provided that (i) the recognized and reputable counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory acceptable to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve be the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except lead counsel in connection with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.; provided that:

Indemnification Procedures. (a) In the case of any claim -------------------------- asserted by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified ----------------- Party to the party required to provide indemnification (the "Indemnifying Party") MJD promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party MJD (at the expense of such Indemnifying PartyMJD's expense) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party MJD who shall - conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such -- defense at such Indemnified Party's expense, and (iii) the omission by any --- Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party MJD of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party omission results in a failure of actual notice to MJD and MJD is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying PartyMJD, in the defense of any such claim or litigation, shall not consent to entry of any judgment or order, 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party MJD might be expected to affect adversely the Indemnified Party's Tax tax liability or the ability of Buyer the Company or any of the Subsidiaries to conduct its business, or that the Indemnified 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 Indemnifying Party MJD in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying PartyMJD, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying PartyMJD, such consent not to be unreasonably withheld. In the event that the Indemnifying Party MJD does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. Notwithstanding the foregoing, MJD shall still provide indemnification to the Indemnified Party. In any event, the Indemnifying Party MJD and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX Section 11.2(a) and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In A Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be (for purposes of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the Article IX, an "Indemnified Party"), shall give the indemnifying party under Section 9.02 or 9.03, as applicable (for purposes of this Section 9.04, an "Indemnifying Party"), prompt written notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, and in any case within 60 days of such determination, stating the amount of the claim, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and Liabilities of the Indemnifying Party under this Article IX with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article IX ("Third Party Claims") shall be given 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 written notice of such Third Party Claim within 30 days of the receipt by the Indemnified Party to of such written notice; provided, however, that if such notice of a Third Party Claim is in the party required to provide indemnification form of a Complaint (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtor other similar legal document commencing litigation), and the Indemnified Party shall permit give the Indemnifying Party (at the expense written notice of such Indemnifying Party) Third Party Claim within 15 days of the receipt by the Indemnified Party of such Complaint (or other similar document); provided, further, however, that the failure to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for provide such written notice shall not release the Indemnifying Party who shall conduct the defense from any of such claim or litigation shall be reasonably satisfactory its obligations under this Article IX except to the Indemnified Party, (ii) extent the Indemnified Indemnifying Party may participate in is materially prejudiced by such defense at such Indemnified Party's expense, failure and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Agreement except and only to Article IX. If the extent that such Indemnifying Party is materially damaged as a result of such failure acknowledges in writing its obligation to give notice. Except with the prior written consent of indemnify the Indemnified PartyParty hereunder against any Losses that may result from such Third Party Claim, no then the Indemnifying Party, in Party shall be entitled to assume and control the defense of any such claim or litigation, shall consent Third Party Claim at its expense and through counsel of its choice if it gives written notice of its intention to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting do so to the Indemnified Party or that does not include as an unconditional term thereof within 90 days of the giving by each claimant or plaintiff to receipt of such Indemnified Party of a release written notice from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that (it being understood that, during such 90 day period, the conduct Indemnifying Party may assume and control the defense of such Third Party Claim at its own expense and through counsel of its choice, and, regardless of whether the Indemnifying Party has assumed control of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by during the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business90 day period, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation Third Party Claim during such 90 day period without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, unless the Indemnifying Party is given a full and complete release of any and all liability by all relevant parties relating thereto); provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party, in its reasonable discretion, for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In If, prior to the event that expiration of such 90 day period, the Indemnifying Party does not accept acknowledge in writing its obligation to indemnify the Indemnified Party for any Losses which may result from the Third Party Claim, the Indemnified Party (i) may elect to assume and control the defense of any matter as above provided, such Third Party Claim at the Indemnifying Party's expense; and (ii) the Indemnified Party shall have the full right to defend settle such Third Party Claim without the consent of the Indemnifying Party after reasonable prior written notice to the Indemnifying Party of the material terms of such proposed settlement. In the event the Indemnified Party is, directly or indirectly, conducting the defense against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any eventThird Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnified Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. In the event the Indemnifying Party elects to control the defense of any Third Party Claim by notifying the Indemnified Party of such decision within the 90 day period provided above, then (x) the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party and (y) the Indemnifying Party may not settle such Third Party Claim without the prior consent of the Indemnified Party, such consent not to be unreasonably withheld, unless the Indemnified Party is given a full and complete release of any and all liability by all relevant parties relating thereto. If the Indemnifying Party shall elect to assume the defense of any claim or litigation subject a Third Party Claim by notifying the Indemnified Party of its obligation to indemnify such party during the 90 day period as provided above, then it shall do so at its own expense; provided, however, that all other matters described above as being at the expense of the Indemnifying Party shall only become payable by the Indemnifying Party if, when and to the extent that the Indemnifying Party is ultimately determined to be obligated to indemnify the Indemnified Party pursuant to this Article IX and the records of each shall be available to the other with respect to such defenseIX.

Indemnification Procedures. In the case Promptly after acquiring knowledge of any claim asserted by a third party Claim against which a party entitled to indemnification under this Agreement hereunder (the "Indemnified Party"), notice shall be given by ) may seek indemnification against the Indemnified Party to the other party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as pursuant to which indemnity may be soughtthis Article Eight, and the Indemnified Party shall permit give written notice thereof to the Indemnifying Party (at the expense of Party; provided, however, that failure to provide such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall will not relieve the Indemnifying Party of its indemnification obligation any liability that it may have to the Indemnified Party under this Agreement except unless and only to the extent that such the Indemnifying Party is materially damaged prejudiced as a result of such failure (and in such event, the Indemnifying Party shall be relieved of liability only to give noticethe extent of such prejudice). Except To the extent that the Claim consists of or relates to a claim, suit or action by a third party (including an Authority)(a "Third Party Action"), so long. as the Indemnifying Party is actively and diligently conducting itself in accordance with these provisions the prior Indemnifying Party shall be entitled to assume control of the defense of the Third Party Action with counsel and experts reasonably satisfactory to such Indemnified Party; provided however, that (x) the Indemnified Party shall at its own expense be entitled to participate in the defense of such Third Party Action and to employ separate counsel and experts and (y) without the written consent of the Indemnified PartyParty (which shall not be unreasonably withheld), no the Indemnifying Party, in the defense of any such claim or litigation, Party shall not consent to the entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that (a) does not include as an unconditional term thereof the giving by each the claimant or plaintiff to such each Indemnified Party of a release from all liability with in respect of such Third Party Action or (b) involves injunctive relief. After written notice by the Indemnifying Party to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of its election to assume control of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Third Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any eventAction, the Indemnifying Party and the shall not be liable to such Indemnified Party shall cooperate hereunder for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defensethereof.

Indemnification Procedures. In If an Indemnitee receives written notice of a claim from a Third Party that the case of any Indemnitee believes may result in a claim asserted by a third party against a party entitled to for indemnification under this Agreement ARTICLE 9 (the "Indemnified Party"a “Third Party Claim”), such Indemnitee shall deliver an Indemnification Claim to the Indemnitor in accordance with the provisions of Section 9.3. If the Litigation Conditions are satisfied, then the Indemnitor shall have the right to assume and control the defense of the Third Party Claim, at its own expense with counsel selected by it and reasonably acceptable to the Indemnitee, by delivering written notice of its assumption of such defense to the Indemnitee within twenty (20) Business Days of its receipt of notice of such Third Party Claim from the Indemnitee (but the Indemnitor shall in any event have the right to assume and control the defense of a Third Party Claim that initially sought injunctive or non-monetary damages from the Indemnitee when the only remaining dispute in such matter is the determination of monetary damages or when the only remaining relief sought by the Third Party in such matter is monetary damages, whichever is first); provided, however, that the Indemnitee shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the Indemnitor, if (a) representation of the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflict of interests between such Indemnitee and Indemnitor, (b) the Indemnitor has failed within a reasonable time to retain counsel, (c) the Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnitor, or (d) at any time the Litigation Conditions are not satisfied with respect to such Third Party Claim. In each case the Party that is controlling the defense of such Third Party Claim shall keep the non-controlling Party reasonably apprised of the status of the Third Party Claim and the non-controlling Party shall be given by entitled to otherwise monitor such Third Party Claim at its sole cost and expense. If the Indemnified Third Party Claim seeks injunctive relief or non-monetary damages against or from the Indemnitee or if the Indemnitor does not assume the defense of the Third Party Claim as described in this Section 9.4, the Indemnitee shall be permitted to assume and control the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense defense of such Indemnifying PartyThird Party Claim (but shall have no obligation to do so) and in such event shall be entitled to settle or compromise the Third Party Claim in its sole and reasonable discretion, provided that if the Indemnitee is entitled to assume the defense of any third party claim the Third Party Claim pursuant to this Section 9.4 solely because the Third Party Claim seeks injunctive relief or any litigation with a third party resulting therefromnon-monetary damages against or from the Indemnitee, provided that (i) then the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein Indemnitee shall not relieve settle or compromise such Third Party Claim in any manner that involves the Indemnifying Party payment of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with monetary damages without the prior written consent of the Indemnified PartyIndemnitor, no Indemnifying Partywhich consent the Indemnitor shall not unreasonably withhold, in condition or delay. If the Indemnitor has assumed and controls the defense of any such claim or litigationthe Third Party Claim in accordance with this Section 9.4, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting (i) 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party Indemnitee shall not settle such claim or litigation compromise the Third Party Claim without the prior written consent of the Indemnifying PartyIndemnitor, such consent not to be unreasonably withheld, conditioned or delayed and (ii) the Indemnitor shall not settle or compromise the Third Party Claim in any manner that would result in the payment of amounts by the Indemnitee, impose any other obligation on the Indemnitee or otherwise have an adverse effect on the Indemnitee’s rights or interests (including any rights under this Agreement or the scope or enforceability of any Patents licensed by one Party to another Party pursuant to this Agreement), without the prior written consent of the Indemnitee. In each case, the event Party that the Indemnifying Party does is not accept controlling the defense of any matter as above provided, Third Party Claim shall reasonably cooperate with the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in that is controlling the defense of any claim or litigation subject to this Article IX such Third Party Claim, at the non-controlling Party’s expense and the records of each shall be make available to the controlling Party all pertinent information under the control of the non-controlling Party, which information shall be subject to ARTICLE 7. Each Party shall use commercially reasonable efforts to avoid production of Confidential Information of the other Party (consistent with respect Law and rules of procedure), and to cause all communications among employees, counsel and other representatives of such defenseParty to be made so as to preserve any applicable attorney-client or work-product privileges.

Indemnification Procedures. In the case of If any claim asserted by a third party claim is commenced against a party person or entity entitled to indemnification under this Agreement Article 20 (the "“Indemnified Party"”), notice thereof shall be given by the Indemnified Party to the party required Party that is obligated to provide indemnification (the "“Indemnifying Party"”) as promptly as practicable. If, after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtnotice, and the Indemnified Party shall permit the Indemnifying Party (at the expense of acknowledges that this Agreement applies with respect to such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefromclaim, provided that (i) the counsel for then the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory may elect, in a notice promptly delivered to the Indemnified Party, (ii) but in no event less than 15 days prior to the date on which a response to such claim is due, to immediately take control of the defense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entered into without the consent of the Indemnified Party. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control of the defense of any such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by the Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim as provided in this Section, the Indemnifying Party may participate in such defense defense, at such Indemnified Party's its sole cost and expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over defend the defenseclaim in such manner as it may deem appropriate, settlement, negotiations or litigation relating to any such claim at the sole cost and expense of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In (a) If any Indemnified Party receives notice of the case assertion or commencement of any action, suit, claim asserted or other legal proceeding made or brought by a third party against any Person who is not a party entitled to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement (the "Indemnified Party")Agreement, notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit give the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party prompt written notice thereof. The failure to give such prompt written notice as provided herein shall not not, however, relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations, except and only to the extent that such the Indemnifying Party is materially damaged as a result forfeits rights or defenses by reason of such failure to give noticefailure. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 Such notice 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 shall describe the Third-Party Claim in good faith determine that reasonable detail, shall include copies of all material written evidence thereof and shall indicate the conduct estimated amount, if reasonably practicable, of the defense of any claim subject to indemnification hereunder Loss that has been or any proposed settlement of any such claim may be sustained by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 . The Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle cooperate in good faith in such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withhelddefense. In the event that the Indemnifying Party does not accept assumes the defense of any matter Third-Party Claim, subject to Section 7.05(b), it shall have the right to take such action as above providedit deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the full right right, at its own cost and expense, to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate participate in the defense of any claim or litigation Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Article IX Agreement, the Indemnified Party may, subject to Section 7.05(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the records defense of each shall be any Third-Party Claim, including making available (subject to the other with respect provisions of Section 5.06) records relating to such defenseThird-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

Indemnification Procedures. In (a) Promptly after the case receipt by any Indemnified Party of a notice of any claim asserted by a third party against a party entitled Third Party Claim that an Indemnified Party seeks to indemnification be indemnified under this Agreement (Agreement, such Indemnified Party shall give written notice of such Third Party Claim to the "Indemnifying Party, stating in reasonable detail the nature and basis of each allegation made in the Third Party Claim and the amount of potential Indemnified Party")Losses with respect to each allegation, notice shall be given to the extent known, along with copies of the relevant documents received by the Indemnified Party evidencing the Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and only to the party required to provide indemnification (extent that the "Indemnifying Party") promptly after Party is actually prejudiced by such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtfailure or delay. Thereafter, and the Indemnified Party shall permit deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party (at relating to the expense of such Third Party Claim. The Indemnifying Party) Party shall have the right to assume the defense of any third party claim or any litigation the Indemnified Party with a third party resulting therefromrespect to such Third Party Claim upon written notice to the Indemnified Party delivered within [***] ([***]) days after receipt of the particular notice from the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith and notified the Indemnified Party in writing thereof, provided that (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, it being understood that the Indemnifying Party shall pay all reasonable costs and expenses of counsel for the Indemnified Party after such time as the Indemnified Party has notified the Indemnifying Party who shall conduct of such Third Party Claim and prior to such time as the Indemnifying Party has notified the Indemnified Party that it has assumed the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified PartyThird Party Claim, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve file any papers or, other than in connection with a settlement of the Indemnifying Third Party of its indemnification obligation under this Agreement except and only Claim, consent to the extent that such Indemnifying Party is materially damaged as a result entry of such failure to give notice. Except with any judgment without the prior written consent of the Indemnified PartyIndemnifying Party (not to be unreasonably withheld, no conditioned or delayed) and (iii) the Indemnifying Party, in the defense of any such claim or litigation, shall Party will not consent to the entry of any judgment 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 the Third Party Claim (other than a judgment or litigation. In the event settlement that the Indemnified Party shall in good faith determine that the conduct is solely for money damages and is accompanied by a release of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely all indemnifiable claims against the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation ) without the prior written consent of the Indemnifying Party, such consent Indemnified Party (not to be unreasonably withheld, conditioned or delayed). In the event that Whether or not the Indemnifying Party does not accept shall have assumed the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any for a Third Party Claim, such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party shall not be obligated to indemnify and hold harmless the Indemnified Party shall cooperate in the defense of hereunder for any claim or litigation subject to this Article IX and the records of each shall be available consent to the other entry of judgment or settlement entered into with respect to such defenseThird Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification Procedures. (a) Any claim for indemnification under Section 9.2 will be made in accordance with this Section 9.5. In the case of any claim asserted by for indemnification arising from a third party against claim or demand of a party entitled to indemnification under this Agreement Third-Party (the "Indemnified Party"a “Third-Party Claim”), notice shall be given by the Indemnified Party will give prompt written notice to the party required Indemnifying Party describing with reasonable specificity to provide indemnification (the "Indemnifying Party") promptly after extent known the basis of such Indemnified Third-Party has actual knowledge of any claim Claim as to which indemnity it may request indemnification hereunder and must be soughtmade in accordance with Section 9.6(c); provided, and however, that the failure to notify or delay in notifying an Indemnifying Party as provided in this sentence or the next sentence will not relieve the Indemnifying Party of its obligations pursuant to Section 9.2, except to the extent that such failure causes material harm to the Indemnifying Party. Any claim for indemnification that does not result from a Third-Party Claim will be made by written notice thereof to the Indemnifying Party as promptly as practicable after the time the Indemnified Party shall permit becomes aware of the facts forming the basis of such claim, which notice will describe the facts or events giving rise to such claim with reasonable specificity to the extent known. The Indemnifying Party will have the right, at its sole expense, to defend and to direct the defense against, and to manage and settle, any Third-Party Claim, in its name or in the name of the Indemnified Party, with counsel or other Representatives selected by the Indemnifying Party (at the expense of such Indemnifying Party) counsel to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party); provided, however, that the Indemnifying Party may not assume the defense if (i) the claim seeks injunctive or other equitable relief against the Indemnified Party; or (ii) the claim would reasonably be expected to materially and adversely affect the Indemnified Party’s ongoing or future business. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third-Party Claim, it shall within 15 Business Days (or sooner, if the nature of the Third-Party Claim so requires) notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to defend against, negotiate or settle any Third-Party Claim, or fails to notify the Indemnified Party of its election as herein provided, the Indemnified Party may participate in defend against, negotiate, settle or otherwise deal with such defense at such Indemnified Party's expense, and (iii) Third-Party Claim. If the omission by any Indemnified Party to give notice as provided herein shall not relieve defends, negotiates or settles any Third-Party Claim, then the Indemnifying Party shall reimburse the Indemnified Party from time to time for the costs and expenses in connection therewith upon submission of its indemnification obligation under this Agreement except and only to the extent that such invoices. The Indemnifying Party is materially damaged as a result of may not settle or compromise any such failure to give notice. Except with Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) if as a result thereof injunctive or other equitable relief would be imposed against the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and make available its officers and employees and relevant files and records (and those of its Affiliates), no and the Indemnifying Party, in Party agrees to promptly provide the Indemnified Party with such information as to the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting Third-Party Claim as the Indemnified Party or shall reasonably request. If the Indemnifying Party elects to defend, the Indemnified Party will have the right to participate in (but not control) the defense of any Third-Party Claim with counsel of its choice employed by it at its expense and will have the right, but not the obligation, to assert any and all cross-claims and counterclaims it may have; provided, however, that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (A) so requested by the Indemnifying Party to participate or (B) in the reasonable opinion of counsel to the Indemnified Party, a release from all liability with respect to conflict exists between the Indemnified Party and the Indemnifying Party that would make such claim or litigationseparate representation advisable. In the event that the Indemnified Indemnifying Party shall in good faith determine that fail to defend, contest or otherwise protect against the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement imposition of any such claim by the Indemnifying Party might be expected damages as to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of any such claim or any litigation relating theretoclaim, the Indemnified Party shall have the right at all times right, but not the obligation, to take over defend, contest or assert any cross-claim or counterclaim or otherwise protect against such claim and assume control over may make any compromise or settlement thereof and recover from and be indemnified by the defenseIndemnifying Party for the entire reasonable cost thereof, settlementincluding reasonable fees and disbursements of counsel; provided, negotiations or litigation relating however, that (1) the Indemnifying Party will have no indemnification obligations with respect to any such claim at the sole cost of the Indemnifying Party, provided that if or demand which is settled by the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the prior written consent of the Indemnifying Party, such Party (which consent shall not to be unreasonably withheld. In the event that , delayed or conditioned); and (2) the Indemnifying Party does shall not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree required to pay for more than one such counsel in full such claim or demand. In each affected jurisdiction for all Indemnified Parties in connection with any event, the Indemnifying Third-Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseClaim.

Indemnification Procedures. In (a) If any Action shall be threatened or instituted or any claim or demand shall be asserted against any Indemnified Party in respect of which indemnification may be sought under the case provisions of this Agreement, the Indemnified Party shall promptly cause written notice of the assertion of any such claim, demand or Action of which it has knowledge to be forwarded to the Indemnifying Party. Such notice shall contain a reference to the provisions hereof or of such other agreement, instrument or certificate delivered pursuant hereto, in respect of which such claim asserted is being made. The Indemnified Party's failure to give the Indemnifying Party prompt notice shall not preclude the Indemnified Party from obtaining indemnification from the Indemnifying Party under this Article X unless the Indemnified Party's failure has materially prejudiced the Indemnifying Party's ability to defend the claim, demand or Action. (b) If the Indemnified Party seeks indemnification from the Indemnifying Party as a result of a claim or demand being made by a third party against (a party entitled to indemnification under this Agreement (the "Indemnified PartyThird Party Claim"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at shall have the expense right to promptly assume the control of such Indemnifying Party) to assume the defense of any third party claim or any litigation Action with a third party resulting therefromrespect to such Third Party Claim, provided that (i) the including, at its own expense, employment by it of counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party. The Indemnified Party may, (ii) in its sole discretion and at its own expense, employ counsel to represent it in the defense of the Third Party Claim, and in such event counsel for the Indemnifying Party shall cooperate with counsel for the Indemnified Party may participate in such defense at such Indemnified Party's expensedefense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve that the Indemnifying Party shall direct and control the defense of its indemnification obligation under this Agreement except and only such Third Party Claim or proceeding. The Indemnifying Party shall not consent to the extent that such Indemnifying Party is materially damaged as a result entry of such failure to give notice. Except any judgment, except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, and shall consent to entry of any judgment or not enter into any settlement that provides for injunctive or other nonmonetary relief affecting of such Third Party Claim without the written consent of the Indemnified Party or that which does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party release of a release from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party from all Liability in respect of such claim or any litigation relating thereto, the Indemnified Third Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheldClaim. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseSection 10.3.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that provided, that, (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the its ability of Buyer to conduct its businessbusinesses, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that provided, that, if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand, at the sole expense of the Indemnifying Party. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX X and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification The Party claiming indemnity under this Agreement Article 11 (the "“Indemnified Party"), ”) shall give written notice shall be given by the Indemnified Party to the party required to provide indemnification Party from whom indemnity is being sought (the "“Indemnifying Party"”) promptly after such Indemnified learning of a Third Party has actual knowledge of any claim as to which indemnity may be sought, and the Claim. The Indemnified Party shall permit provide the Indemnifying Party (with reasonable assistance, at the expense of such Indemnifying Party) to assume ’s expense, in connection with the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel Third Party Claim for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at such Indemnified Party's its sole expense; provided, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve however, the Indemnifying Party shall have the right to assume and conduct the defense of the Third Party Claim with counsel of its indemnification obligation under this Agreement except and only to the extent that such choice. The Indemnifying Party is materially damaged as a result of such failure to give notice. Except with shall not settle any Third Party Claim without the prior written consent of the Indemnified Party, no not to be unreasonably withheld, conditioned or delayed, unless the settlement involves only the payment of money by the Indemnifying Party. So long as the Indemnifying Party is defending the Third Party Claim, in the Indemnified Party shall not settle any such Third Party Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of any such claim or litigationthe Third Party Claim as provided above, shall (a) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting with respect to the Claim in any manner 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 may deem reasonably appropriate (provided the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 give written notice to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over settlement thereof and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that , conditioned or delayed), and (b) the Indemnifying Party does not accept the defense of any matter as above provided, will remain responsible to indemnify the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay as provided in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense11.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), written notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged prejudiced as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or order, 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer the Purchaser to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX Section 8.9 and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In (a) Promptly after the case receipt by any Indemnified Party of a notice of any claim asserted by a third party against a party entitled Third Party Claim that an Indemnified Party seeks to indemnification be indemnified under this Agreement (Agreement, such Indemnified Party shall give written notice of such Third Party Claim to the "Indemnifying Party, stating in reasonable detail the nature and basis of each allegation made in the Third Party Claim and the amount of potential Indemnified Party")Losses with respect to each allegation, notice shall be given to the extent known, along with copies of the relevant documents received by the Indemnified Party evidencing the Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and only to the party required to provide indemnification (extent that the "Indemnifying Party") promptly after Party is actually prejudiced by such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtfailure or delay. Thereafter, and the Indemnified Party shall permit deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party (at relating to the expense of such Third Party Claim. The Indemnifying Party) Party shall have the right to assume the defense of any third party claim or any litigation the Indemnified Party with a third party resulting therefromrespect to such Third Party Claim upon written notice to the Indemnified Party delivered within [***] after receipt of the particular notice from the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith and notified the Indemnified Party in writing thereof, provided that (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, it being understood that the Indemnifying Party shall pay all reasonable costs and expenses of counsel for the Indemnified Party after such time as the Indemnified Party has notified the Indemnifying Party who shall conduct of such Third Party Claim and prior to such time as the Indemnifying Party has notified the Indemnified Party that it has assumed the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified PartyThird Party Claim, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve file any papers or, other than in connection with a settlement of the Indemnifying Third Party of its indemnification obligation under this Agreement except and only Claim, consent to the extent that such Indemnifying Party is materially damaged as a result entry of such failure to give notice. Except with any judgment without the prior written consent of the Indemnified PartyIndemnifying Party (not to be unreasonably withheld, no conditioned or delayed) and (iii) the Indemnifying Party, in the defense of any such claim or litigation, shall Party will not consent to the entry of any judgment 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 the Third Party Claim (other than a judgment or litigation. In the event settlement that the Indemnified Party shall in good faith determine that the conduct is solely for money damages and is accompanied by a release of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely all indemnifiable claims against the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation ) without the prior written consent of the Indemnifying Party, such consent Indemnified Party (not to be unreasonably withheld, conditioned or delayed). In the event that Whether or not the Indemnifying Party does not accept shall have assumed the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any for a Third Party Claim, such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party shall not be obligated to indemnify and hold harmless the Indemnified Party shall cooperate in the defense of hereunder for any claim or litigation subject to this Article IX and the records of each shall be available consent to the other entry of judgment or settlement entered into with respect to such defenseThird Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification Procedures. In (a) If any Indemnified Party receives notice of the case assertion or commencement of any action, suit, claim asserted or other legal proceeding made or brought by a third party against any Person who is not a party entitled to this Agreement (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement (the "Indemnified Party")Agreement, notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit give the Indemnifying Party prompt written notice thereof (at which if the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with Indemnified Party is a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Buyer Indemnified Party, (ii) the such Buyer Indemnified Party may participate in is only required to send such defense at notice to Sellers or otherwise comply with this Section 10.5 if such Indemnified Party's expense, and (iii) the omission by any Buyer Indemnified Party is seeking recourse directly against Sellers). The failure to give such prompt written notice as provided herein shall not not, however, relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations, except and only to the extent that such the Indemnifying Party is materially damaged as a result forfeits rights or defenses by reason of such failure or is otherwise materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to give notice. Except with the prior participate in, or by giving written consent of notice to the Indemnified Party, no Indemnifying Partylater than thirty (30) days after receipt of written notice of the Third-Party Claim, in to assume the defense of any such claim or litigationThird-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, shall consent to entry of any judgment 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 and the Indemnified Party shall cooperate in good faith determine that in such defense. Notwithstanding the conduct foregoing, the Indemnifying Party will not be entitled to control, and the Indemnified Party will be entitled to have control over, the defense or settlement of any Third-Party Claim if (i) the Third-Party Claim involves a criminal proceeding, action, indictment, allegation or investigation, (ii) if the Third-Party Claim seeks injunctive or non-monetary equitable relief, (iii) (A) the assumption of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might is reasonably likely to cause a Buyer Indemnified Party to lose coverage under the R&W Insurance Policy, or (B) a Buyer Indemnified Party or the insurer is required to assume the defense of such Third-Party Claim pursuant to the R&W Insurance Policy, (iv) if the applicable claimant in the Third-Party Claim is a Governmental Entity, (v) the Third-Party Claim seeks money damages, in the case of indemnification of a Buyer Indemnified Party, reasonably likely to be expected adjudicated in excess of the Indemnity Cap, and (vi) a conflict of interest arises that, under applicable principles of legal ethics, in the reasonable judgment of counsel to affect adversely the Indemnified Party's Tax liability or , would prohibit a single counsel from representing both the ability of Buyer to conduct its business, or that Indemnifying Party and the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent in connection with one or more of those that may be available to the Indemnifying Party in respect defense of such claim or any litigation relating thereto, the Indemnified Third-Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheldClaim. In the event that the Indemnifying Party does not accept assumes the defense of any matter Third-Party Claim, subject to Section 10.5(b), it shall have the right to take such action as above providedit deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the full right right, at its own cost and expense, to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate participate in the defense of any claim or litigation Third-Party Claim with counsel selected by it subject to this Article IX the Indemnifying Party’s right to control the defense thereof; provided, however that the fees and expenses of such counsel shall be borne by the Indemnifying Party, if based on the reasonable opinion of counsel to the Indemnified Party, an actual conflict exists between the Indemnified Party and the Indemnifying Party in connection with such Third-Party Claim. If the Indemnifying Party is not entitled to or elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 10.5(b), pay, compromise, and defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Sellers and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of each shall be available actual out-of-pocket expenses) to the other with respect to defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such defenseThird-Party Claim.

Indemnification Procedures. In the case of If any claim asserted claim, demand, action or proceeding is made or commenced by any Third Party (a third party “Third-Party Claim”) against a party any BioCryst Indemnitee or Shionogi Indemnitee that is entitled to indemnification be indemnified with respect thereto under this Agreement ARTICLE 16 (the "Indemnified Party"”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit give the other Party (the “Indemnifying Party”) prompt written notice thereof; the failure to give such written notice shall not affect the liability of the Indemnifying Party (at under this Agreement except to the expense extent such failure materially and adversely affects the ability of such the Indemnifying Party) Party to defend the Third-Party Claim. The Indemnifying Party shall have the right to assume the defense and resolution of any third party claim or any litigation with a third party resulting therefromthe Third-Party Claim, provided that (i) the counsel for Indemnified Party shall have the Indemnifying Party who shall conduct right to participate in the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Third-Party Claim at its own expense through counsel of its choice (control of the defense will remain with the Indemnifying Party), (ii) the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only consent to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive would require any act or other nonmonetary relief affecting forbearance on the part of the Indemnified Party or that which does not include as an unconditional term thereof unconditionally release the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with in respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense Third-Party Claim without the prior written consent of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability , which consent shall not be unreasonably withheld, conditioned or the ability of Buyer to conduct its businessdelayed, or that and (iii) the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more undertake the defense of those that may be available to the Third-Party Claim, at the Indemnifying Party’s expense, if the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times fails promptly to take over assume and assume control over diligently to prosecute the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification The Party claiming indemnity under this Agreement Article 14 (the "“Indemnified Party"), ”) shall give written notice shall be given by the Indemnified Party to the party required to provide indemnification Party from whom indemnity is being sought (the "“Indemnifying Party"”) promptly and in no event later than thirty (30) days after such learning of a written Claim (“Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission Claim”). Failure by any an Indemnified Party to give notice as provided herein of an Indemnified Claim within thirty (30) days of receiving a writing reflecting such Claim shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder except and only solely to the extent that such Indemnifying Party is materially damaged actually prejudiced as a result of such failure to give such notice. Except The Indemnifying Party shall have the right to assume and control the defense of the Indemnified Claim with counsel of its choice so long as the Indemnifying Party is conducting a good faith and diligent defense. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance in connection with the defense of the Indemnified Claim. The Indemnified Party may monitor such defense with counsel of its own choosing at its sole expense; provided, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnifying Party and the Indemnified Party in respect of such claim, such Indemnified Party shall have the right to employ separate counsel to represent such Indemnified Party with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party may not settle the Indemnified Claim without the prior written consent of the Indemnified Party, no such consent shall not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party, in Party does not assume and conduct the defense of any such the Indemnified Claim as provided above: (a) the Indemnified Party may assume and conduct the defense of the Indemnified claim or litigation, shall at the Indemnifying Party’s expense; (b) the Indemnified Party may consent to the entry of any judgment 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 shall Claim in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that manner the Indemnified Party may have available to it one deem reasonably appropriate (and the Indemnified Party need not consult with, or more defenses or counterclaims that are inconsistent with one or more of those that may be available to obtain any consent from, the Indemnifying Party in respect of such claim or any litigation relating thereto, connection therewith); and (c) the Indemnifying Party will remain responsible to indemnify the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, for Losses as provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense14.

Indemnification Procedures. In the case of any claim asserted by a third party against or litigation which might give rise to any indemnification obligation (an "Asserted Liability") of a party entitled to indemnification under this Agreement Article V (each an "Indemnifying Party") shall come to the attention of the party seeking indemnification hereunder (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit promptly notify the Indemnifying Party (at in the expense case of a claim for indemnification pursuant to Section 5.1(a), by notice to the Stockholder Representative) in writing of the existence, nature and amount of the potential Loss for which indemnification may be sought. Failure to give such Indemnifying notice shall not prejudice the rights of the Indemnified Party) , except to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided extent that (i) the counsel for the Indemnifying Party who shall conduct the defense of have been materially prejudiced by such claim failure. With respect to claims or litigation shall be concerning third parties, the Indemnifying Party may defend against an Asserted Liability on behalf of the Indemnified Party utilizing counsel reasonably satisfactory acceptable to the Indemnified Party, unless (i) the Indemnified Party reasonably objects to such assumption of the defense on the ground that counsel for such Indemnifying Party cannot represent both the Indemnified Party and the Indemnifying Party because such representation would be reasonably likely to result in a conflict of interest or because there may be defenses available to the Indemnified Party that are not available to such Indemnifying Party or (ii) the action or proceeding seeks injunctive or other equitable relief against the Indemnified Party may participate in such defense at such that would materially affect, restrain or interfere with the business of the Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve . If the Indemnifying Party defends an Asserted Liability, it shall do so at its own expense and shall not be responsible for the costs of defense, investigative costs, attorney's fees or other expenses incurred to defend the Asserted Liability (collectively, "Defense Costs") of the Indemnified Party (which may continue to defend, at its indemnification obligation under this Agreement except and only own expense). If the Indemnified Party assumes or maintains the defense of an Asserted Liability by reason of clause (i) or (ii) above, or because the Indemnifying Party has not elected to assume the extent that defense, then such Indemnifying Party is materially damaged as a result of such failure to give noticeshall indemnify the Indemnified Party for its reasonable Defense Costs. Except The Indemnifying Party may settle any Asserted Liability only with the prior written consent of the Indemnified Party, no which consent shall not be unreasonably withheld. If the Indemnifying Party, in Party assumes or maintains the defense of any such claim or litigationan Asserted Liability as set forth above, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that then the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without Asserted Liability only with the written consent of the Indemnifying Party, such which consent shall not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge Knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary non-monetary 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of the Buyer to conduct its businessbusiness (including, but not limited to, use, license or transfer of the Assets, or any part thereof), or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX Section 7.2 and the records of each shall be available to the other with respect to such defense.. CONFIDENTIAL (11.10.06) Page 24 of 34 BUYER: ___ SELLER: ___

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification The Party claiming indemnity under this Agreement Article 11 (the "“Indemnified Party"), ”) shall give written notice shall be given by the Indemnified Party to the party required to provide indemnification Party from whom indemnity is being sought (the "“Indemnifying Party"”) promptly after learning of such Indemnified Third Party has actual knowledge Claim and shall offer control of any claim as the defence of such Third Party Claim to which indemnity may be sought, and the Indemnifying Party. The Indemnified Party shall permit provide the Indemnifying Party (with reasonable assistance, at the expense of such Indemnifying Party) to assume ’s expense, in connection with the defense defence of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel Third Party Claim for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at such Indemnified Party's its sole expense; provided, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve however, the Indemnifying Party shall have the right to assume and conduct the defence of the Third Party Claim with counsel of its indemnification obligation under this Agreement except and only to the extent that such choice. The Indemnifying Party is materially damaged as a result of such failure shall be entitled to give notice. Except with settle or compromise any Third Party Claim without the prior written consent of the Indemnified PartyParty provided, no Indemnifying Partyhowever, in the defense of that it may not settle or compromise any such claim or litigation, shall consent to entry of any judgment or enter into any settlement action in a manner 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect materially adversely affects the Indemnified Party's Tax liability rights or the ability of Buyer to conduct its businessinterests hereunder, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed). In The Indemnified Party shall not settle or compromise any such Third Party Claim without the event that prior written consent of the Indemnifying Party does (such consent not accept to be unreasonably withheld, conditioned or delayed), and the defense of any matter as above provided, Indemnifying Party shall have no obligation to indemnify the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseany Third Party Claim settled or compromised without the Indemnifying Party’s consent.

Indemnification Procedures. In 10.5.1 If any Person who or which is entitled to seek indemnification under Section 10.2 (an “Indemnified Party”) receives notice of the case assertion or commencement of any claim asserted by a third party Third Party Claim against a party entitled such Indemnified Party with respect to which the Person against whom or which such indemnification is being sought (an “Indemnifying Party”) may be obligated to provide indemnification or advancement of fees and expenses under this Agreement Agreement, the Indemnified Party will give such Indemnifying Party reasonably prompt written notice thereof; provided, however, that if the Indemnified Party receives a complaint, petition, or any other pleading in connection with a Third Party Claim which requires the filing of an answer or other responsive pleading, the Indemnified Party shall, to the extent not legally prohibited by any applicable Law, furnish the Indemnifying Party with a copy of such pleading at least thirty (30) days prior to the "date a responsive pleading thereto is required to be filed (or promptly upon receipt by the Indemnified Party", if the Indemnified Party receives such complaint, petition or other pleading within such thirty (30) day period), . Such notice shall be given by the Indemnified Party will describe the Third Party Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have the right to participate in the defense of such Third Party Claim at the Indemnifying Party’s expense, or at its option (subject to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Partylimitations set forth in this Section 10.5.1) to assume the defense of any third party claim or any litigation with thereof by appointing a third party resulting therefrom, provided that recognized and reputable counsel (i) the such counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall to be reasonably satisfactory acceptable to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above lead counsel in connection with such defense; provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any eventhowever, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.that:

Indemnification Procedures. In ARTICLE 16. Each Party obligated to indemnify the case of any claim asserted by a third party against a party entitled to indemnification other Party under this Agreement (the "is referred to as an “Indemnifying Party” and each Party entitled to indemnity under this Agreement is referred to herein as an “Indemnified Party"”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the . An Indemnified Party shall permit promptly notify an Indemnifying Party of any claim, demand, action or proceeding for which indemnification will be sought under Section 6.1 above and, if such claim, demand, action or proceeding is a third-party claim, demand, action or proceeding, the Indemnifying Party (will have the right at the its expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the thereof using counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory acceptable to the Indemnified Party, (ii) the . The Indemnified Party may participate in such defense shall have the right to participate, at such Indemnified Party's its own expense, and (iii) the omission by with respect to any Indemnified Party to give notice as provided herein shall not relieve such third-party claim, demand, action or proceeding. In connection with any such third-party claim, demand, action or proceeding, the Indemnifying Party of its indemnification obligation under this Agreement except and only Indemnified Party shall cooperate with each other and provide each other with access to the extent that relevant books and records in their possession. No such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with third-party claim, demand, action or proceeding shall be settled without the prior written consent of the Indemnified Party. If a firm written offer is made to settle any such third-party claim, no demand, action or proceeding and the Indemnifying PartyParty proposes to accept such settlement and Indemnified Party refuses to consent to such settlement, in then: (a) the Indemnifying Party shall be excused from, and the Indemnified Party shall be solely responsible for, all further defense of such third-party claim, demand, action or proceeding; and (b) the maximum liability of the Indemnifying Party relating to such third-party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party on such third-party claim, demand, action or proceeding is greater than the amount of the proposed settlement. Whether or not an Indemnifying Party shall have assumed the defense of any such claim third-party claim, action, demand or litigationproceeding, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the no 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 shall admit any liability with respect to such claim to, or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder settle, compromise or any proposed settlement of discharge, any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability claim, demand, action or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of proceeding without the Indemnifying Party’s prior written consent, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party which shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter If Buyer is entitled to indemnification as above providedprovided herein, the Indemnified Party shall have the full right to defend against any such claim or demand and Buyer shall be entitled to settle or agree deduct and offset any Losses incurred by Buyer against any payments owing to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject Seller pursuant to this Article IX and the records of each shall be available to the other with respect to such defenseSection 2.2 above.

Indemnification Procedures. In the case of Whenever any claim asserted by a third party against a shall arise for indemnification hereunder, the party entitled to indemnification under (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that (i) the Indemnifying Party forfeits rights or defenses by reason of such failure or (ii) such failure or delay shall have adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any Third-Party Claim (as defined herein) for which the Indemnified Party is entitled to indemnification hereunder. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement (a “Third-Party Claim”), the "Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation such Third-Party Claim with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) which shall include Loeb & Loeb LLP and Norton Rxxx Xxxxxxxxx US LLP. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Third-Party Claim in such manner as it may deem appropriate, including, but not limited to, settling such Third-Party Claim, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may participate deem appropriate and no action taken by the Indemnified Party in accordance with such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein settlement shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 obligations herein provided with respect to such claim or litigationany damages resulting therefrom. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the The Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation any Third-Party Claim without the Indemnified Party’s prior written consent of the Indemnifying Party, such (which consent shall not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim withheld or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defensedelayed).

Indemnification Procedures. In the case of any claim asserted by a third party against Purchaser Indemnitee or a party entitled to Seller Indemnitee (any of which, an “Indemnified Party”) for indemnification under this Agreement (the "Indemnified Party")Article 7, notice shall be given by the Indemnified Party to the party required to provide indemnification (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, ; provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's ’s expense, and (iii) the omission failure by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged prejudiced as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax ’s tax liability or the ability of Buyer the Indemnified Party to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX Section 6.3, including tax audits and claims, and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. 9.3.1 In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the each, an "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly as soon as practicable after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom; provided, provided however, that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory subject to the approval of the Indemnified Party, Party (which approval shall not be unreasonably withheld or delayed); (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, expense (which shall not be subject to reimbursement hereunder except as provided below); and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually and materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 general release from any and all liability with respect to such claim or litigation. In the event that If the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer the Indemnified Party to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party; provided, provided however, that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheldwithheld or delayed. In the event that If the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand at the sole cost of the Indemnifying Party and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall reasonably cooperate in the defense of any third party claim or litigation subject to this Article IX and the records of each shall be reasonably available to the other with respect to such third party defense.

Indemnification Procedures. In Upon becoming aware or receipt of notice of any Third Party claim that may be subject to indemnification by the other Party (the “Indemnifying Party”) under this Section 12.1, any Rayze Indemnitee or any Nimble Indemnitee (each, an “Indemnitee”), as the case may be, shall promptly notify the Indemnifying Party in writing. The Indemnifying Party shall have the right, but not the obligation, to conduct and control, through counsel of its choosing, any claim asserted by a third party against a party entitled to action for which indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be is sought, and the Indemnified Party shall permit if the Indemnifying Party (at the expense of such Indemnifying Party) elects to assume the defense of any third party claim or any litigation with a third party resulting therefromthereof, provided that (i) the counsel for the Indemnifying Party who shall conduct not be liable to the Indemnitee for any legal expenses of other legal counsel or any other expenses subsequently incurred by such Indemnitee in connection with the defense of such thereof. The Indemnifying Party may settle any action, claim or litigation shall be reasonably satisfactory to suit for which the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as Indemnitee is seeking indemnification; provided herein shall not relieve that the Indemnifying Party shall first give the Indemnitee advance notice of its indemnification obligation under this Agreement except any proposed compromise or settlement and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the Indemnitee provides prior written consent of the Indemnified Partyapproval, no Indemnifying Party, such approval not to be unreasonably withheld. The Parties and their employees shall cooperate fully with each other and their legal representatives in the defense investigation, defense, prosecution, negotiation or settlement of any such claim or litigation, suit. Each Party’s indemnification obligations under this Article 12 shall consent not apply to entry amounts paid by an Indemnitee in settlement of any judgment 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 action with respect to a Third Party claim, if such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation is effected without the prior written consent of the Indemnifying Party, such which consent shall not to be unreasonably withheldwithheld unreasonably. In the no event that shall the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree xxxxx any Third Party claim in a manner that would diminish the rights or interests of the Indemnitee, admit any liability on the part of the Indemnitee, or obligate the Indemnitee to pay in full such claim make any payment, take any action, or demand. In refrain from taking any eventaction, without the Indemnifying Party and prior written approval of the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseIndemnitee.

Indemnification Procedures. In the case Promptly upon obtaining knowledge of any claim, event, fact or demand which gives rise to, or could reasonably be expected to give rise to, a claim asserted for indemnification hereunder, any party seeking indemnification under this Section (an “Indemnified Party”) shall give written notice of such claim or demand (“Notice of Claim”) to the party from which indemnification is sought (an “Indemnifying Party”), setting forth the amount of the claim. The Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail, such information as it may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by a third party against a party the Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have adversely affected the Indemnifying Party's ability to defend against, settle or satisfy any loss, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement (hereunder. If the "Indemnified Party"), notice shall be claim or demand set forth in the Notice of Claim given by the Indemnified Party pursuant to this Section is a claim or demand asserted by a third party, the party required Indemnifying Party shall have fifteen (15) days after the Date of the Notice of Claim to provide indemnification (notify the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge in writing of any its election to defend such third party claim as or demand on behalf of the Indemnified Party. If the Indemnifying Party elects to which indemnity may be soughtdefend such third party claim or demand, and the Indemnified Party shall permit make available to the Indemnifying Party (at the expense of such Indemnifying Party) to assume and its agents and representatives all records and other materials which are reasonably required in the defense of any such third party claim or any litigation with a third party resulting therefromdemand and shall otherwise cooperate with, provided that (i) the counsel for and assist the Indemnifying Party who shall conduct in the defense of of, such third party claim or litigation shall be reasonably satisfactory to demand, and so long as the Indemnified PartyIndemnifying Party is defending such third party claim or demand in good faith, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that pay, settle or compromise such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with third party claim or demand without the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim which consent shall not be unreasonably withheld, conditioned or litigation, shall consent to entry of any judgment 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 litigationdelayed. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by If the Indemnifying Party might be expected elects to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of defend such third party claim or any litigation relating theretodemand, the Indemnified Party shall have the right to participate in the defense of such third party claim or demand, at all times its own expense. Notwithstanding the foregoing, the Indemnified Party shall be entitled to take over and assume control over the engage one separate counsel to participate in such defense, settlement, negotiations or litigation relating to any such claim at the sole cost expense of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, (A) outside counsel to the Indemnified Party shall not settle such claim have advised that there may be a conflict of interest (including one or litigation without the written consent of more legal defenses or counterclaims available to it or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party) 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 or (B)(1) the claim seeks non-monetary relief that, if granted, could reasonably be expected to materially and adversely affect the Indemnified Party or its Affiliates and (2) the Indemnified Party's outside counsel shall have advised that such consent not to be unreasonably withheldclaim has a reasonable probability of success. In the event that If the Indemnifying Party does not accept the defense of any matter as above providedelect to defend such third party claim or demand, or does not defend such third party claim in good faith, the Indemnified Party shall have the full right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party's expense, to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such third party claim or demand. In any event; provided, the Indemnifying Party and however, that (i) the Indemnified Party shall cooperate not have any obligation to participate in the defense of, or defend, any such third party claim or demand, and (ii) the Indemnified Party's defense of or its participation in the defense of any such third party claim or litigation subject to demand shall not in any way diminish or lessen the obligations of the Indemnifying Party under the agreements of indemnification set forth in this Article IX and the records of each shall be available to the other with respect to such defenseSection.

Indemnification Procedures. In the case of any claim asserted by a third (i) A party against a party entitled seeking indemnification pursuant to indemnification under this Agreement Section 6.1 (the an "Indemnified Party"), ) shall give prompt notice shall be given by the Indemnified Party to the party required to provide from whom such indemnification is sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of the assertion of any claim as to claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and in respect of which indemnity may be soughtsought hereunder, and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered material actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party shall permit within ten (10) business days of receipt of notice from the Indemnifying Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (at the expense of such Indemnifying Party) a "Third Party Claim"), to assume the defense of any third party claim or any litigation with a third party resulting therefrom, such Third Party Claim which involves (and continues to involve) solely monetary damages; provided that (iA) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate expressly agrees in such defense at such Indemnified Party's expensenotice that, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall cooperate in be solely obligated to satisfy and discharge the Third Party Claim; (B) the defense of such Third Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have any claim or litigation subject continuing material adverse effect on the Indemnified Party's business; and (C) the Indemnifying Party makes reasonably adequate provision to this Article IX ensure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that may result (the conditions set forth in clauses (A), (B) and (C) are collectively referred to as the records of each shall be available to the other with respect to such defense"Litigation Conditions").

Indemnification Procedures. In the case of any claim asserted All indemnification claims with respect to a Gilead Indemnitee or Galapagos Indemnitee shall be made solely by a third party against a party entitled to indemnification Gilead or Galapagos, as applicable. The Party claiming indemnity under this Agreement ARTICLE XII (the "“Indemnified Party"), ”) shall give written notice shall be given by the Indemnified Party to the party required to provide indemnification Party from which indemnity is being sought (the "“Indemnifying Party"”) promptly after such Indemnified learning of the Third Party has actual knowledge of any claim as to Claim for which indemnity may be is being sought. The Indemnifying Party’s obligations to defend, indemnify, and hold harmless pursuant to Section 12.1 or 12.2, as applicable, shall be reduced to the extent the Indemnified Party shall permit Party’s delay in providing notification pursuant to the previous sentence results in prejudice to the Indemnifying Party. At its option, the Indemnifying Party (at the expense of such Indemnifying Party) to may assume the defense of any third party claim or any litigation with Third Party Claim for which indemnity is being sought by giving written notice to the Indemnified Party within […***…] days after receipt of the notice of the Third Party Claim. The assumption of defense of a third party resulting therefrom, provided Third Party Claim shall not be construed as an acknowledgment that (i) the counsel for the Indemnifying Party who is liable to indemnify any Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of any Third Party Claim. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense, subject to the Indemnifying Party’s right to assume and conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified PartyThird Party Claim with counsel of its choice. If the Indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, then (iia) the Indemnified Party may participate defend against such Third Party Claim (and the Indemnified Party need not consult with the Indemnifying Party in such defense at such Indemnified Party's expenseconnection therewith), and (iiib) the omission by any Indemnified Party reserves any rights it may have under this ARTICLE XII to give notice as provided herein shall not relieve obtain indemnification from the Indemnifying Party of its indemnification obligation under this Agreement except and only with respect to the extent that such Third Party Claim. The Indemnifying Party is materially damaged as a result of such failure to give notice. Except with shall not settle any Option, License and Collaboration Agreement Third Party Claim without the prior written consent of the Indemnified Party, no Indemnifying Partynot to be unreasonably withheld, in conditioned or delayed, unless the defense settlement involves only the payment of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides money 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by which the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the is responsible. The Indemnified Party shall not settle such claim any Third Party Claim for which it has or litigation will exercise its right under this ARTICLE XII to obtain indemnification from the Indemnifying Party without the prior written consent of the Indemnifying Party, such which consent shall not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim conditioned or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defensedelayed.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement 'that provides for injunctive or other nonmonetary non-monetary 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its businessthe Business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In (a) A party claiming indemnification under this Article X (the case “Asserting Party”) will give prompt written notice (the “Claim Notice”) in accordance with Section 11.1 of any the nature and basis of the claim asserted (which shall include, to the extent reasonably available and without delaying the giving of notice, the amount claimed, and if a third party, the Claimant and the date the third party made the Claim on Purchaser) to the party from whom indemnification is being sought (the “Indemnifying Party”). If the claim or indemnification arises out of a claim, action, or proceeding by a third party against (a party entitled to indemnification under this Agreement (the "Indemnified Party"“Third Party Claim”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) may elect to assume the defense of the Third Party Claim at its own expense with counsel selected by the Indemnifying Party. If the Indemnifying Party assumes the defense of the Third Party Claim, the Indemnifying Party will not be liable for any third party claim fees or any litigation with a third party resulting therefrom, provided that (i) the expenses of counsel for the Indemnifying Asserting Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate incurred in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except connection with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Third 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 litigationClaim. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that If the Indemnifying Party does not accept assume the defense of any matter as above providedthe Third Party Claim, the Indemnified Asserting Party shall will have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demandthe Third Party Claim. In any event, The Asserting Party and the Indemnifying Party and the Indemnified Party shall will cooperate in the defense of any claim claim, action, or litigation subject to proceeding covered by this Article IX and the records of each shall be Section 9.5. The Asserting Party will make available to the Indemnifying Party all records and other materials reasonably required by the Indemnifying Party for use in contesting the Third Party Claim. Where a third party in a Third Party Claim is a significant continuing supplier or customer of the Asserting Party and the conduct of the Third Party Claim may have a material adverse effect on the continued operation of the business of the Asserting Party, the Indemnifying Party shall consult with respect the Asserting Party in good faith with a view to such defensereducing or eliminating the adverse effect of the conduct of the Third Party Claim.

Indemnification Procedures. (a) An Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to the Indemnifying Party within the period in which such indemnification claim can be made hereunder. In the case of any event that an indemnification claim asserted involves a claim by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought(a “Third Party Claim”), and the Indemnified Party shall permit give prompt written notice thereof together with a statement of any available information regarding such Third Party Claim to the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, ; provided that (i) no delay on the counsel for the Indemnifying Party who shall conduct the defense part of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in giving any such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its any indemnification obligation under this Agreement hereunder except and only to the extent that such the Indemnifying Party is materially damaged as prejudiced by such delay. Such written notice shall describe in reasonable detail the facts constituting the basis for such Third Party Claim and the amount of the potential Loss, in each case to the extent known. If the Indemnifying Party acknowledges in writing its obligation to fully indemnify the Indemnified Party against any and all Losses that may result from a result Third Party Claim, then other than with respect to Taxes, the Indemnifying Party shall have the right upon written notice to the Indemnified Party within fifteen (15) days after receipt from the Indemnified Party of notice of such failure claim (or less if the nature of the asserted liability requires (e.g., if an answer is due with respect to give notice. Except with a formal complaint)), to assume and conduct at its expense the prior written consent defense against such Third Party Claim through the counsel of its choice (such counsel to be reasonably acceptable to the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by If the Indemnifying Party might be expected fails to affect adversely the Indemnified Party's Tax liability elect to assume control within such fifteen (15) day period or the ability of Buyer fails to conduct its business, diligently prosecute or that the Indemnified defend such Third 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 Indemnifying Party in respect of such claim or any litigation relating theretoClaim, the Indemnified Party shall have the right at all times to take over and retain or assume control over the defense, settlement, negotiations or litigation relating to any of such claim Third Party Claim at the sole cost Indemnifying Party’s expense; provided, that in any case where the Stockholder Indemnifying Parties are the Indemnifying Party, the right to assume control of such Third Party Claim is only if, (A) the Third Party Claim involves only money damages which are not reasonably expected to be in excess of the Indemnifying Party’s remaining indemnity obligations hereunder and does not seek an injunction or other equitable relief, provided that if (B) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party does so take over and assume controlParty, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, (C) to the extent that such consent Third Party Claim does not to be unreasonably withheld. In involve any potential criminal liability or the event potential for a finding or admission of criminal wrongdoing, or (D) such Third Party Claim is not asserted by any Governmental Body; provided, further, however, that the Indemnifying Party does not accept must first acknowledge in writing within fifteen (15) calendar days after the Indemnified Party has given notice of a Third Party Claim, its assumption of the defense of any matter as above providedsuch Third Party Claim, and its obligation to indemnify the Indemnified Party with respect to such Third Party Claim in accordance with the terms of this Article VIII. The party not controlling such Third Party Claim shall cooperate with and make available to the controlling party such assistance and materials as may be reasonably requested by it (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same), and shall have the full right at its expense to defend against any such claim participate in the defense assisted by counsel of its own choosing; provided, that if (i) there are legal defenses available to an Indemnified Party that are different from or demand and shall be entitled additional to settle those available to the Indemnifying Party; or agree to pay in full such claim or demand. In any event, (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party shall cooperate in that cannot be waived, the defense of any claim or litigation subject to this Article IX and the records of each Indemnifying Party shall be available liable for the reasonable fees and expenses of such counsel to the other Indemnified Party. The party controlling such Third Party Claim shall keep the non-controlling party reasonably advised of the status of such Third Party Claim and shall consider in good faith recommendations made by the non-controlling party with respect to such defensethereto.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled The obligations to indemnification under this Agreement (the "Indemnified Party"), notice indemnify and defend set forth in Sections 11.1 and 11.2 shall be given by contingent upon the Indemnified Party to the party required to provide seeking indemnification (the "Indemnifying Party"“Indemnitee”): (a) promptly after notifying the indemnifying Party of a claim, demand or suit within fifteen (15) Business Days of receipt of same (provided, however, that Indemnitee’s failure or delay in providing such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying the indemnifying Party is materially damaged as a result prejudiced thereby), (b) allowing the indemnifying Party and/or its insurers the right to assume direction and control of the defense of any such Third Party Claim (subject to the limitations set out in this Section 11.3), (c) using its Commercially Reasonable Efforts to cooperate with the indemnifying Party and/or its insurers in the defense of such failure Third Party Claim at the indemnifying Party’s expense, and (d) agreeing not to give notice. Except with the settle or compromise any Third Party Claim without prior written consent authorization of the Indemnified indemnifying Party, no Indemnifying Party, . Indemnitee shall have the right to participate in the defense of any such claim or litigationreferred to in this Section 11.3 utilizing attorneys of its choice, shall consent to entry of any judgment 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 at its own expense; provided, however, that the Indemnified indemnifying Party shall in good faith determine that the conduct of the defense of any claim subject have full authority and control to indemnification hereunder or any proposed settlement of handle any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified claim. The indemnifying Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree compromise any action or otherwise seek to pay terminate any pending or threatened action for which indemnity may be sought hereunder (whether or not any indemnified Party is a party thereto) as long as such settlement, compromise or termination includes an unconditional release of, and does not include an admission of liability by, each indemnified Party from all liability in full respect of such claim or demand. In any event, the Indemnifying Third Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseClaim.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement Section 9 (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtsought (which notice shall state the basis of the claim and the agreement or covenant alleged not to have been performed), and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense failure of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein in this Section 9.3 shall not relieve the Indemnifying Party of its indemnification obligation obligations under this Agreement Section 9 except and only to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged prejudiced as a result of such failure to give notice. The Indemnified Party shall promptly deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third party claim. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement (a) that provides for injunctive or other nonmonetary relief affecting the Indemnified Party, (b) that reasonably could be expected to affect adversely any Income Tax liability of any Indemnified Party with respect to which the Indemnifying Party has no indemnification obligation under this Section 9 or (c) 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand demand, and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In (a) If any Indemnitee receives notice of the case assertion or commencement of any claim asserted Proceeding made or brought by any Person who is not a third party Party or an Affiliate of a Party (a “Third Party Claim”) against a party entitled such Indemnitee with respect to which the Indemnitor is obligated to provide indemnification under this Agreement Agreement, the Indemnitee will give the Indemnitor reasonably prompt written notice thereof (the "Indemnified Party"such notice, a “Third Party Claim Notice”), notice shall be given . No delay in or failure to give a Third Party Claim Notice by the Indemnified Party Indemnitee to the party required Indemnitor pursuant to provide indemnification this Section 10.3(a) will adversely affect any of the other rights or remedies that the Indemnitee has under this Agreement or alter or relieve the Indemnitor of its obligation to indemnify the Indemnitee except to the extent that such delay or failure has prejudiced the Indemnitor. All Third Party Claim Notice will (i) describe the "Indemnifying Party"Third Party Claim in reasonable detail, (ii) promptly include copies of all material written evidence thereof and (iii) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnitor will have the right to participate in, or by giving written notice within 30 days after such Indemnified delivery of the applicable Third Party has actual knowledge Claim Notice to the Indemnitee, to assume, the defense of any claim as Third Party Claim at the Indemnitor’s expense and by the Indemnitor’s own counsel reasonably acceptable to which indemnity may be soughtthe Indemnitee, and the Indemnified Party shall permit Indemnitee will cooperate in good faith in such defense; provided, however, that the Indemnifying Party (at the expense of such Indemnifying Party) to Indemnitor may not assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that Third Party Claim unless (i) the counsel for the Indemnifying Third Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory Claim solely seeks (and continues to the Indemnified Partyseek) monetary damages, (ii) the Indemnified Third Party may participate in such defense at such Indemnified Party's expense, Claim does not include criminal charges and (iii) the omission by any Indemnified Indemnitor expressly agrees in writing to be fully responsible for all Losses relating to such Third Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and Claim, subject only to the extent limitations set forth in this Article 10. In the event that Indemnitor assumes the defense of any Third Party Claim, it will have the right to take such Indemnifying action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of Indemnitee. If the Indemnitor does not assume the defense of any Third Party Claim, the Indemnitee’s defense costs will be at the expense of the Indemnitor. The Indemnitee or the Indemnitor, as the case may be, has the right to participate in (but not control), at its own expense, the defense of any Third Party Claim that the other is materially damaged defending as a result provided in this Agreement. The Indemnitor will not enter into settlement of such failure to give notice. Except with any Third Party Claim without the prior written consent of the Indemnified PartyIndemnitee. If a Settlement Offer is made with respect to a Third Party Claim and the Indemnitor desires to accept and agree to such offer, no Indemnifying Partythe Indemnitor will give written notice to the Indemnitee to that effect. If the Indemnitee fails to reject in writing such Settlement Offer within 10 Business Days after its receipt of such notice, the Indemnitee shall be deemed to have consented to such Settlement Offer. If the Indemnitee rejects in writing such Settlement Offer within 10 Business Days after its receipt of such notice, the Indemnitee shall assume control of the defense of any such claim or litigationThird Party Claim and, shall consent in such event, the maximum liability of the Indemnitor to entry of any judgment 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 Indemnitee with respect to such claim or litigation. In Third Party Claim will be the event that amount of such Settlement Offer, plus any other Losses incurred prior to the Indemnified Party shall in good faith determine that the conduct date of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim Settlement Offer by the Indemnifying Indemnitee in connection with such Third Party might be expected to affect adversely Claim for which the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseIndemnitor is liable.

Indemnification Procedures. In (a) A party claiming indemnification under this Article VII (the case “Asserting Party”) will give prompt written notice (the “Claim Notice”) in accordance with Section 9.1 of any the nature and basis of the claim asserted (which shall include, to the extent reasonably available and without delaying the giving of notice, the amount claimed, and if a third party, the Claimant and the date the third party made the Claim on Purchaser) to the party from whom indemnification is being sought (the “Indemnifying Party”). If the claim or indemnification arises out of a claim, action, or proceeding by a third party against (a party entitled to indemnification under this Agreement (the "Indemnified Party"“Third Party Claim”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) may elect to assume the defense of the Third Party Claim at its own expense with counsel selected by the Indemnifying Party. If the Indemnifying Party assumes the defense of the Third Party Claim, the Indemnifying Party will not be liable for any third party claim fees or any litigation with a third party resulting therefrom, provided that (i) the expenses of counsel for the Indemnifying Asserting Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate incurred in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except connection with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Third 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 litigationClaim. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that If the Indemnifying Party does not accept assume the defense of any matter as above providedthe Third Party Claim, the Indemnified Asserting Party shall will have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demandthe Third Party Claim. In any event, The Asserting Party and the Indemnifying Party and the Indemnified Party shall will cooperate in the defense of any claim claim, action, or litigation subject to proceeding covered by this Article IX and the records of each shall be Section 7.5. The Asserting Party will make available to the Indemnifying Party all records and other materials reasonably required by the Indemnifying Party for use in contesting the Third Party Claim. Where a third party in a Third Party Claim is a significant continuing supplier or customer of the Asserting Party and the conduct of the Third Party Claim may have a material adverse effect on the continued operation of the business of the Asserting Party, the Indemnifying Party shall consult with respect the Asserting Party in good faith with a view to such defensereducing or eliminating the adverse effect of the conduct of the Third Party Claim.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice; and further provided that, unless the Indemnifying Party agrees to provide both defense and indemnity, (a) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and (b) the Indemnified Party may participate in such defense at the Indemnified Party's expense. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or order, 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX Section 6.2 and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled The obligations to indemnification under this Agreement (the "Indemnified Party"), notice indemnify and defend set forth in Sections 11.1 and 11.2 shall be given by contingent upon the Indemnified Party to the party required to provide seeking indemnification (the "Indemnifying Party"“Indemnitee”): (a) promptly after notifying the indemnifying Party of a claim, demand or suit within fifteen (15) Business Days of receipt of same (provided, however, that Indemnitee’s failure or delay in providing such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying the indemnifying Party is materially damaged as a result prejudiced thereby), (b) allowing the indemnifying Party and/or its insurers the right to assume direction and control of the defense of any such Third Party Claim, (c) using its Commercially Reasonable Efforts to cooperate with the indemnifying Party and/or its insurers in the defense of such failure Third Party Claim at the indemnifying Party’s expense, and (d) agreeing not to give notice. Except with the settle or compromise any Third Party Claim without prior written consent authorization of the Indemnified indemnifying Party, no Indemnifying Party, . Indemnitee shall have the right to participate in the defense of any such claim or litigationClaim referred to in this Section 11.3 utilizing attorneys of its choice, shall consent to entry of any judgment 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 at its own expense; provided, however, that the Indemnified indemnifying Party shall in good faith determine that the conduct of the defense of any claim subject have full authority and control to indemnification hereunder or any proposed settlement of handle any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Claim. The indemnifying Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree compromise any action or otherwise seek to pay terminate any pending or threatened action for which indemnity may be sought hereunder (whether or not any indemnified Party is a party thereto) as long as such settlement, compromise or termination includes an unconditional release of, and does not include an admission of liability by, each indemnified Party from all liability in full respect of such claim or demand. In any event, the Indemnifying Third Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseClaim.

Indemnification Procedures. In the case of any claim asserted by a third A party against a party entitled seeking indemnification pursuant to indemnification under this Agreement Section 8.2(a) or (the b) (an "Indemnified Party"), ) shall give prompt notice shall be given by the Indemnified Party to the other party required to provide from whom such indemnification is sought (the "Indemnifying Party") promptly after such of any matter which an Indemnified Party has actual knowledge determined has given or could give rise to a right of indemnification under this Agreement stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and liabilities of the Indemnifying Party under this Article VIII with respect to Losses arising from claims of any claim as third party which are subject to which indemnity may the indemnification provided for in this Article VIII ("Third-Party Claims") shall be soughtgoverned by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third-Party Claim, and the Indemnified Party shall permit give the Indemnifying Party (notice of such Third-Party Claim within 15 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent the Indemnifying Party is materially prejudiced by such failure. At its option, the Indemnifying Party shall be entitled to assume and control the defense of such Third-Party Claim on behalf of the Indemnified Party at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within ten days of the receipt of such notice from the Indemnified Party; provided, however, that, if the Indemnified Party shall have been advised in writing by outside counsel that there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party and Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which outside counsel advises the Indemnified Party in writing that outside counsel is necessary to avoid a conflict of interest, at the expense of such the Indemnifying Party) to assume . The assumption of the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for Third-Party Claim by the Indemnifying Party who shall conduct not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify the Indemnified Party in respect of the Third-Party Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Party's claim for indemnification. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third-Party Claim on behalf of the Indemnified Party as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense of against any such claim or litigation Third-Party Claim, the Indemnifying Party shall be reasonably satisfactory cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, (ii) at the Indemnified Party may participate in such defense at such Indemnified Indemnifying Party's expense, all such witnesses, records, materials and (iii) information in the omission Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by any the Indemnified Party. No Third-Party to give notice as provided herein shall not relieve Claim may be settled by the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with without the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall which consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that it is ultimately determined that the Indemnifying Party does is not accept obligated to indemnify, defend or hold the defense of any matter as above providedIndemnified Party harmless from and against the Third-Party Claim, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, reimburse the Indemnifying Party for any and all costs and expenses (including, without limitation, reasonable attorneys' fees and costs of suit) incurred by the Indemnified Indemnifying Party shall cooperate in the its defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseThird-Party Claim.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), written notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged prejudiced as a result of 62 such failure to give notice. Except with Without the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or order, 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability Party or the ability of Buyer the Purchaser to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided provided, that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demanddemand with the consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX Section 8.1 and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In (a) Third Party Claims. If any Indemnified Party receives notice of the case assertion or commencement of any claim asserted Claim made or brought by any Third Party (a third party “Third Party Claim”) against a party entitled such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement (the "Indemnified Party")Agreement, notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit give the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party prompt written notice thereof. The failure to give such prompt written notice as provided herein shall not not, however, relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations, except and only to the extent that such the Indemnifying Party is materially damaged as a result forfeits rights or defenses by reason of such failure to give noticefailure. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 Such notice 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 shall describe the Third Party Claim in good faith determine that reasonable detail, shall include copies of all material written evidence thereof and shall indicate the conduct estimated amount, if reasonably practicable, of the defense of any claim subject to indemnification hereunder Loss that has been or any proposed settlement of any such claim may be sustained by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 . The Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle cooperate in good faith in such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withhelddefense. In the event that the Indemnifying Party does not accept assumes the defense of any matter Third Party Claim, subject to Section 7.6(b), it shall have the right to take such action as above providedit deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the full right right, at its own cost and expense, to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate participate in the defense of any claim or litigation Third Party Claim with counsel selected by it, subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Article IX Agreement, the Indemnified Party may, subject to Section 7.6(b), pay, compromise or defend such Third Party Claim and, subject to the limitations set forth in this ARTICLE VII, seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the records defense of each shall be any Third Party Claim, including making available (subject to the provisions of Section 5.18) information reasonably available to the other with respect such Party relating to such defense.Third Party Claim. 62 000084

Indemnification Procedures. In The party making a claim under this Article VIII is referred to as the case of any claim asserted by a third “Indemnified Party”, and the party against a party entitled to indemnification whom such claims are asserted under this Agreement (Article VIII is referred to as the "Indemnified “Indemnifying Party"), notice shall be given ”. Any payment received by the Indemnified Party to managers of the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim Companies as to which indemnity may be sought, and the Indemnified Party shall permit be distributed to the Members in accordance with this Agreement. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party (at is obligated to provide indemnification under this Agreement, the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for Indemnified Party shall give the Indemnifying Party who shall conduct the defense reasonably prompt written notice thereof, but in any event not later than five (5) calendar days after receipt of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified notice of such Third Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party Claim. The failure to give such prompt written notice as provided herein shall not not, however, relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations, except and only to the extent that such the Indemnifying Party is materially damaged as a result forfeits rights or defenses by reason of such failure failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to give notice. Except with the prior participate in, or by giving written consent of notice to the Indemnified Party, no to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is a Member, such Indemnifying Party shall not have the right to defend or direct the defense of any such claim Third Party Claim that (x) is asserted directly by or litigationon behalf of a Person that is a supplier or customer of ZFG, shall consent to entry of any judgment or enter into any settlement that provides for injunctive (y) seeks an injunction or other nonmonetary equitable relief affecting against 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheldParties. In the event that the Indemnifying Party does not accept assumes the defense of any matter Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as above providedit deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the full right to defend against participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such claim or demand and counsel shall be entitled at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to settle the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or agree additional to pay in full such claim those available to the Indemnifying Party; or demand. In any event, (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. The parties shall cooperate with each other in all reasonable respects in connection with the defense of any claim or litigation subject Third Party Claim, including making available records relating to this Article IX such Third Party Claim and the records furnishing, without expense (other than reimbursement of each shall be available actual out-of-pocket expenses) to the other with respect to defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such defenseThird Party Claim.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity under this Article VII may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such the Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's its expense, and (iii) the omission by any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such omission results in a failure of actual notice to the Indemnifying Party and the Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no the Indemnifying Party, in the defense of any such claim or litigation, shall not consent to the entry of any judgment 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 the Indemnified Party of a release from all liability with respect to such claim or litigationlitigation without any payment by the Indemnified Party. In the event that If the Indemnified Party shall in good faith reasonably determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might reasonably be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over participate in the defense, settlement, negotiations defense or litigation settlement relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demanddemand at the sole cost of the Indemnifying Party. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX Section 7.3 and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In (a) If any party (the case “Indemnified Party”) receives written notice of the commencement of any action or proceeding or the assertion of any claim asserted by a third party against a party entitled to indemnification or the imposition of any penalty or assessment for which indemnity may be sought under this Agreement Article IX (a “Third Party Claim”) and such Indemnified Party intends to seek indemnity pursuant to this Article IX, the Indemnified Party shall promptly provide the other party (the "Indemnified “Indemnifying Party")”) with written notice of such Third Party Claim, notice shall be given by stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the party required Indemnifying Party from its indemnification obligations hereunder, except if and to provide indemnification (the "extent that the Indemnifying Party is actually prejudiced thereby. The Indemnifying Party will have 45 days from receipt of any such notice of a Third Party Claim to give notice to assume the defense, appeal or settlement proceedings thereof. If notice to the effect set forth in the immediately preceding sentence is given by the Indemnifying Party") promptly after such Indemnified , the Indemnifying Party has actual knowledge will have the right to assume and control the defense, appeal or settlement proceedings of any claim as to which indemnity may be sought, and the Indemnified Party shall permit against the Third Party Claim with counsel of the Indemnifying Party’s choice. Should the Indemnifying Party (at the expense of such Indemnifying Party) so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred that the Indemnified Party in connection with the defense thereof. In any third party claim case the Indemnifying Party shall have the right to participate in such defense, appeal or settlement proceedings. Notwithstanding the foregoing, (a) the Indemnifying Party shall not be permitted to assume control of any litigation defense, appeal or settlement proceeding with respect to any Third Party Claim unless, prior to assuming such control, the Indemnifying Party acknowledges in writing to the Buyer Indemnified Party that the Indemnifying Party would have indemnity obligations pursuant to this Article IX (to the extent provided under this Article IX) for any Losses of the Buyer Indemnified Parties resulting from such Third Party Claim; and (b) the Indemnifying Party shall not be entitled to assume or maintain control of any defense, appeal or settlement proceeding with respect to any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party upon the terms set forth herein (1) if the Third Party Claim is a third party resulting therefromcriminal proceeding, provided action, indictment or investigation, (2) to the extent the Third Party Claim seeks an injunction or other equitable relief against the Buyer Indemnified Party that is material to its business or (3) if the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim using commercially reasonable efforts and has not cured such failure within 20 days of receiving notice thereof from the Buyer Indemnified Party. So long as the Indemnifying Party has assumed the defense, appeal or settlement proceedings of the Third Party Claim in accordance herewith, (i) the Indemnified Party may retain separate co-counsel for at its sole cost and expense and participate in the Indemnifying defense, appeal or settlement of the Third Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified PartyClaim, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by will not file any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only papers or consent to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 Third Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation Claim without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that Party and (iii) the Indemnifying Party does will not accept the defense of (A) admit to any matter as above provided, wrongdoing by the Indemnified Party shall have or (B) consent to the full right entry of any judgment or enter into any settlement with respect to defend against any the Third Party Claim to the extent such claim judgment or demand settlement does not expressly and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and unconditionally release the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX Parties from all liabilities and the records of each shall be available to the other obligations with respect to such Third Party Claim or provides for equitable relief against the Indemnified Party, in each case, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The parties will use their best efforts to minimize Losses from Third Party Claims and will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties will also cooperate in any such defense, appeal or settlement proceedings and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, appeal or settlement proceedings, such Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. In The party making a claim under this Article IX is referred to as the case “Indemnified Party”, and the party against whom such claims are asserted under this Article IX is referred to as the “Indemnifying Party”. (a) If any Indemnified Party receives notice of the assertion or commencement of any claim asserted Proceeding made or brought by a third party against any Person who is not a party entitled to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement (the "Indemnified Party")Agreement, notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit give the Indemnifying Party (at the expense reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense notice of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Third-Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party Claim. The failure to give such prompt written notice as provided herein shall not not, however, relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations, except and only to the extent that such the Indemnifying Party is materially damaged as a result forfeits rights or defenses by reason of such failure to give noticefailure. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 Such notice 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 shall describe the Third-Party Claim in good faith determine that reasonable detail, shall include copies of all material written evidence thereof and shall indicate the conduct estimated amount, if reasonably practicable, of the defense of any claim subject to indemnification hereunder Loss that has been or any proposed settlement of any such claim may be sustained by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 . The Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defenseparticipate in, settlement, negotiations or litigation relating by giving written notice to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and (a “Defense Notice”), to assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Third-Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, Claim at the Indemnifying Party Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided that prior to assuming such defense, the Indemnifying Party must (i) acknowledge that any and all Losses resulting from such Third-Party Claim constitute Losses for which the Indemnified Party will be indemnified fully pursuant to this Article IX, and (ii) furnish the Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third-Party Claim and fulfill its indemnity obligations under this Agreement. The Indemnifying Party will not be entitled to assume or maintain control of the defense of any claim or litigation subject Third-Party Claim if (A) the Indemnifying Party does not deliver the Defense Notice referred within 30 days of receipt of notice of the Third-Party Claim pursuant to this Article IX and Section 9.6(a), (B) the records of each shall be available Third-Party Claim relates to or arises in connection with any criminal or regulatory Proceeding or involves an investigation or inquiry from a Governmental Entity, (C) the Indemnified Party reasonably believes an adverse determination (other than a confidential settlement) with respect to such defense.the Third-Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (D) the Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (E) the Indemnifying Party has failed or is failing to diligently prosecute or defend adequately the Third-Party Claim, (F) if the Indemnified Party is a Purchaser Indemnitee and the Purchaser reasonably believes potential Losses related thereto could likely exceed the amount remaining in the Escrow Fund and the Indemnifying Party has not furnished the Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third-Party Claim and fulfill its indemnity obligations under this Agreement or (G) if the Indemnified

Indemnification Procedures. In the case of any claim asserted by a third party against a party If either Party believes that it may be entitled to indemnification under this Agreement (the "an “Indemnified Party"”), it shall give written notice to the Party obligated to indemnify it (an “Indemnifying Party”) with reasonable promptness upon becoming aware of any Third-Party Claim or other facts upon which a claim for indemnification will be based. Such notice shall be given by set forth such information with respect thereto as is then reasonably available to the Indemnified Party to the party required to provide indemnification (the "Party. The Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit have the Indemnifying Party (at the expense of such Indemnifying Party) right to assume control the defense of any third party claim or any litigation with a third party resulting therefromsuch Third-Party Claim, provided that (i) including the selection and management of counsel for reasonably satisfactory to the Indemnified Party. The Indemnified Party shall cooperate in such defense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party who in connection therewith at the Indemnifying Party’s expense. If the Indemnifying Party shall conduct have assumed the defense of such claim or litigation shall be the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party shall not be liable to the Indemnified Party may participate in such defense at such Indemnified Party's expense, and for any legal or other expenses (iiiother than for reasonable costs of investigation) subsequently incurred by the omission by any Indemnified Party to give notice as provided herein in connection with the defense thereof. The Indemnifying Party shall not relieve the be liable for any Third-Party Claim settled without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party of its indemnification obligation under this Agreement except and only to shall obtain the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified PartyParty prior to ceasing to defend, no Indemnifying Party, in the defense settling or otherwise disposing of any such claim or litigation, shall consent Third-Party Claim if as a result thereof the Indemnified Party would become subject to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary equitable 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that if the Indemnified Party may have available reasonably object to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect such disposition of such claim or any litigation relating thereto, Third-Party Claim based on an adverse effect on the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In An Indemnified Party shall give the case applicable Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. If an Indemnified Party shall receive notice of any claim asserted by a third party, the Indemnified Party shall give the applicable Indemnifying Party notice of such third party against a party entitled to indemnification under this Agreement (claim within 30 days of the "Indemnified Party"), notice shall be given receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release such Indemnifying Party from any of its obligations under this Article VI except to the extent the indemnifying party required is materially prejudiced by such failure and shall not relieve such Indemnifying Party from any other obligation or liability that they may have to provide indemnification (any Indemnified Party otherwise than under this Article VI. If any Indemnifying Party acknowledges in writing its obligation to indemnify the "Indemnified Party hereunder against any Losses that may result from such third party claim, then such Indemnifying Party shall be entitled to assume and control the defense of such third party claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party, in its sole and absolute discretion, for the same counsel to represent both the Indemnified Party and the Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and then the Indemnified Party shall permit be entitled to retain its own counsel, in each jurisdiction for which the Indemnifying Indemnified Party (determines counsel is required, at the expense of such the Indemnifying Party) . In the event the Indemnifying Party exercises the right to assume the undertake any such defense of against any such third party claim or any litigation as provided above, the Indemnified Party shall cooperate with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, an witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense of against any such claim or litigation third party claim, the Indemnifying Party shall be reasonably satisfactory cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, (ii) at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party Party. No such third party claim may participate in such defense at such Indemnified Party's expense, and (iii) the omission be settled by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with without the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification The Party claiming indemnity under this Agreement Article 9 (the "“Indemnified Party"), ”) shall provide written notice shall be given by the Indemnified Party to the party required to provide indemnification Party from whom indemnity is being sought (the "“Indemnifying Party"”) promptly after such Indemnified learning of the Third Party has actual knowledge of any claim as to Claim for which indemnity may be is being sought; provided, and however, that any failure or delay to notify shall not excuse any obligation of the Indemnifying Party except to the extent the Indemnifying Party is actually prejudiced thereby. The Indemnified Party shall permit provide the Indemnifying Party (with reasonable assistance, at the expense of such Indemnifying Party) to assume ’s expense, in connection with the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel Third Party Claim for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at such Indemnified Party's its sole expense; provided, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve however, the Indemnifying Party shall have the right to assume and conduct the defense of the Third Party Claim with counsel of its indemnification obligation under this Agreement except and only to the extent that such choice. The Indemnifying Party is materially damaged as a result of such failure to give notice. Except with shall not settle any Third Party Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money in which case no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include is required. So long 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely is actively defending the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified Third 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 Indemnifying Party Claim in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume controlgood faith, the Indemnified Party shall not settle or compromise any such claim or litigation Third Party Claim without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that If the Indemnifying Party does not accept assume and conduct the defense of any matter the Third Party Claim as above providedprovided above, (a) the Indemnified Party shall have may defend against, consent to the full right entry of any judgment, or enter into any settlement with respect to defend against such Third Party Claim in any such claim manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or demand and shall be entitled to settle or agree to pay in full such claim or demand. In obtain any eventconsent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party shall cooperate as provided in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense9.

Indemnification Procedures. In (a) If any Indemnified Party receives notice of the case assertion or commencement of any action, suit, claim asserted or other legal proceeding made or brought by a third party against any Person who is not a party entitled to this Agreement (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement (the "Indemnified Party")Agreement, notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit give the Indemnifying Party prompt written notice thereof (at which if the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with Indemnified Party is a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Buyer Indemnified Party, (ii) the such Buyer Indemnified Party may participate in is only required to send such defense at notice to the Stockholder Representative or otherwise comply with this Section 10.4 if such Indemnified Party's expense, and (iii) the omission by any Buyer Indemnified Party is seeking recourse directly against Sellers). The failure to give such prompt written notice as provided herein shall not not, however, relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations, except and only to the extent that such the Indemnifying Party is materially damaged as a result forfeits rights or defenses by reason of such failure or is otherwise materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to give notice. Except with the prior participate in, or by giving written consent of notice to the Indemnified Party, no Indemnifying Partylater than thirty (30) days after receipt of written notice of the Third-Party Claim, in to assume the defense of any such claim or litigationThird-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, shall consent to entry of any judgment 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 and the Indemnified Party shall cooperate in good faith determine that in such defense. Notwithstanding the conduct foregoing, the Indemnifying Party will not be entitled to control, and the Indemnified Party will be entitled to have control over, the defense or settlement of any Third-Party Claim if (i) the Third-Party Claim involves a criminal proceeding, action, indictment, allegation or investigation, (ii) if the Third-Party Claim seeks injunctive or non-monetary equitable relief, (iii) if the applicable claimant in the Third-Party Claim is a Governmental Entity, (iv) the Third-Party Claim seeks money damages, in the case of indemnification of a Buyer Indemnified Party, reasonably likely to be adjudicated in excess of the Post-Closing Escrow Amount, and (v) a conflict of interest arises that, under applicable principles of legal ethics, in the reasonable judgment of counsel to the Indemnified Party, would prohibit a single counsel from representing both the Indemnifying Party and the Indemnified Party in connection with the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Third-Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheldClaim. In the event that the Indemnifying Party does not accept assumes the defense of any matter Third-Party Claim, subject to Section 10.4(b), it shall have the right to take such action as above providedit deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the full right right, at its own cost and expense, to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate participate in the defense of any claim or litigation Third-Party Claim with counsel selected by it subject to this Article IX the Indemnifying Party’s right to control the defense thereof; provided, however that the fees and expenses of such counsel shall be borne by the Indemnifying Party, if based on the reasonable opinion of counsel to the Indemnified Party, an actual conflict exists between the Indemnified Party and the Indemnifying Party in connection with such Third-Party Claim. If the Indemnifying Party is not entitled to or elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 10.4(b), pay, compromise, and defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Sellers and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of each shall be available actual out-of-pocket expenses) to the other with respect to defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such defenseThird-Party Claim.

Indemnification Procedures. In the case of any claim asserted All indemnification claims with respect to a Gilead Indemnitee or Assembly Indemnitee (each, an “Indemnitee”) shall be made solely by a third party against a party entitled to indemnification Gilead or Assembly, as applicable. The Party claiming indemnity under this Agreement ARTICLE XVI (the "“Indemnified Party"), ”) shall give written notice shall be given by the Indemnified Party to the party required to provide indemnification Party from which indemnity is being sought (the "“Indemnifying Party"”) promptly after such Indemnified learning of the Third Party has actual knowledge of any claim as to Claim for which indemnity may be is being sought. The Indemnifying Party’s obligations to defend, indemnify, and hold harmless pursuant to Section 16.1 or 16.2, as applicable, shall be reduced to the extent the Indemnified Party shall permit Party’s delay in providing notification pursuant to the previous sentence results in actual prejudice to the Indemnifying Party. At its option, the Indemnifying Party (at the expense of such Indemnifying Party) to may assume the defense of any third party claim or any litigation with Third Party Claim for which indemnity is being sought by giving written notice to the Indemnified Party within [***] days after receipt of the notice of the Third Party Claim. The assumption of defense of a third party resulting therefrom, provided Third Party Claim shall not be construed as an acknowledgment that (i) the counsel for the Indemnifying Party who is liable to indemnify any Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. The Indemnified Party shall provide the Indemnifying Party with Option, License and Collaboration Agreement reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of any Third Party Claim. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense, subject to the Indemnifying Party’s right to assume and conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified PartyThird Party Claim with counsel of its choice. If the Indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, then (iia) the Indemnified Party may participate defend against such Third Party Claim (and the Indemnified Party need not consult with the Indemnifying Party in such defense at such Indemnified Party's expenseconnection therewith), and (iiib) the omission by any Indemnified Party reserves any rights it may have under this ARTICLE XVI to give notice as provided herein shall not relieve obtain indemnification from the Indemnifying Party of its indemnification obligation under this Agreement except and only with respect to the extent that such Third Party Claim. The Indemnifying Party is materially damaged as a result of such failure to give notice. Except with shall not settle any Third Party Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, conditioned or delayed, unless the settlement involves only the payment of money for which the Indemnifying Party is responsible, contains no Indemnifying Party, in the defense admission of any such claim liability or litigation, shall consent fault with respect to entry of any judgment 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 its Indemnitees, and places no obligations other than financial on the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnitees not set forth herein. The Indemnified Party shall not settle such claim any Third Party Claim for which it has or litigation will exercise its right under this ARTICLE XVI to obtain indemnification from the Indemnifying Party without the prior written consent of the Indemnifying Party, such which consent shall not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim conditioned or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defensedelayed.

Indemnification Procedures. In The party making a claim under this Article VIII is referred to as the case of any claim asserted by a third “Indemnified Party”, and the party against a party entitled to indemnification whom such claims are asserted under this Agreement Article VIII is referred to as the “Indemnifying Party”. For purposes of this Article VIII, (i) if the "Buyer (or any other Buyer Indemnitee) comprises the Indemnified Party"), notice any references to Indemnifying Party (except provisions relating to an obligation to make payments) shall be given by deemed to refer to the Seller, and (ii) if the Buyer comprises the Indemnifying Party, any references to the Indemnified Party shall be deemed to refer to the Seller and Seller Indemnitiees. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Action made or brought by any Person who is not a party required to provide indemnification this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim“) at the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall permit cooperate in good faith in such defense. The Indemnified Party shall have the Indemnifying Party (at the expense of such Indemnifying Party) right to assume participate in the defense of any third party claim or any litigation Third Party Claim with a third party resulting therefrom, provided that (i) counsel selected by it subject to the counsel for Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party who shall conduct elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified PartyThird Party Claim, (ii) the Indemnified Party may participate in pay, compromise, defend such defense at Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Indemnified Party's expenseThird Party Claim. Notwithstanding any other provision of this Agreement, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party shall not enter into settlement of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying any Third Party is materially damaged as a result of such failure to give notice. Except with Claim without the prior written consent of the Indemnified Party, no Indemnifying Partyexcept as provided in this Section 8.05. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the defense of Company (including, but not limited to, any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim any breach or violation of or failure to fully perform any litigation relating theretocovenant, the Indemnified Party shall have the right at all times to take over and assume control over the defenseagreement, settlement, negotiations undertaking or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and obligation in Article VII) shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this governed exclusively by Article IX and the records of each shall be available to the other with respect to such defenseVII hereof.

Indemnification Procedures. In (a) Any Installer Indemnified Person or EverBright Indemnified Person (each an “Indemnified Party”) shall give the case Party against whom such right is asserted (“Indemnifying Party”) prompt written notice of any claim asserted by matter (whether or not involving a third party against claim) that the Indemnified Party has determined has given or could give rise to a party entitled to right of indemnification under this Agreement (Agreement, stating the "Indemnified Party")amount of the Loss, notice shall be given by the Indemnified Party if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. If such matter involves a third party required to provide indemnification claim, (the "Indemnifying Party"1) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit provide notice of such claim to the Indemnifying Party (at the expense promptly and in any event within ten days of its receipt of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefromclaim; provided, provided however, that (i) the counsel for failure to provide such notice shall not release the Indemnifying Party who shall conduct from any of its indemnity obligations except to the extent that the defense of such third party claim or litigation is prejudiced by such failure; (2) the Indemnifying Party shall be reasonably satisfactory entitled to assume and control the Indemnified Party, defense of such third party claim at its expense and through counsel of its choice (ii) in which case the Indemnified Party may participate in such defense at such Indemnified Party's its own expense, ); and (iii3) the omission by any Indemnified Party to give notice as provided herein shall not relieve cooperate with the Indemnifying Party of its indemnification obligation under this Agreement except in such defense and only make available to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with Party, at the prior written consent of Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party, no ’s possession or control relating thereto as is reasonably required by the Indemnifying Party, in . If the Indemnifying Party elects to direct the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume controlthird party claim, the Indemnified Party shall not settle pay, or permit to be paid, any part of such third party claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such third party claim or litigation without the written consent unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party, Party is entered against the Indemnified Party for such consent not to be unreasonably withheldthird party claim. In If the event that the Indemnifying Indemnified Party does not accept assumes the defense of any matter as above providedsuch third party claim and proposes to settle such claim prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, give the Indemnifying Party prompt written notice thereof and the Indemnified Indemnifying Party shall cooperate have the right to participate in the settlement or assume or reassume the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseclaim.

Indemnification Procedures. (a) In the case event of the assertion or commencement by any Person (other than an Indemnified Party) of any claim asserted by a third party claim, demand or Proceeding (whether against a party Purchaser or against any other Person) with respect to which any Indemnified Party may be entitled to indemnification under pursuant to this Agreement ARTICLE VIII (the "Indemnified Party"a “Third Party Claim”), notice shall be given by the Indemnified Party or its designee shall have the right, at its election, to proceed with the defense (including settlement or compromise) of such claim, demand or Proceeding with counsel reasonably satisfactory to the party required Party obligated to provide indemnification (the "Indemnifying Party") promptly after indemnify such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and (the Indemnified Party shall permit the Indemnifying Party (at the expense of such “Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom”); provided, provided however, that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory entitled to the Indemnified Partyretain its own counsel (at its own expense), (ii) the Indemnified Party may participate in and its counsel shall keep the Indemnifying Party and its counsel reasonably informed as to its conduct of the defense of such Third Party Claim, shall consult with the Indemnifying Party and its counsel regarding such defense at and each Party shall render such Indemnified assistance and cooperation as may be reasonably requested by the other Party's expense, and (iii) the omission Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge any such Third Party Claim without the prior written consent of the Indemnifying Party (which consent may not be unreasonably withheld, burdened or delayed) (or, if the Indemnified Party settles or compromises any such claim, demand or Proceeding without the consent of the Indemnifying Party, such settlement or compromise shall not be conclusive evidence of the amount of Damages incurred by the Indemnified Party in connection with such Third Party Claim, it being understood that if the Indemnified Party requests that the Indemnifying Party consent to a settlement or compromise, the Indemnifying Party shall not unreasonably withhold, burden or delay such consent). The Indemnified Party shall give the Indemnifying Party prompt notice (“Notice of Third Party Claim”) to the extent practicable after it becomes aware of the commencement of any such Third Party Claim against the Indemnified Party; provided, however, that any failure on the part of the Indemnified Party to give notice as provided herein shall not relieve so notify the Indemnifying Party shall not limit any of its indemnification obligation the obligations of the Indemnifying Party, or any of the rights of any Indemnified Party, under this Agreement ARTICLE VIII (except to the extent such failure materially and only adversely prejudices the defense of such Third Party Claim or to the extent that such the amount of Damages for which the Indemnifying Party is responsible is materially damaged as a result increased thereby). If the Indemnified Party does not elect to proceed with the defense (including settlement or compromise) of any such Third Party Claim, the Indemnifying Party shall proceed with the defense of such failure Third Party Claim with counsel reasonably satisfactory to give notice. Except with the Indemnified Party; provided, however, that the Indemnifying Party may not settle or compromise any such Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent may not be unreasonably withheld, burdened or delayed) unless such settlement or compromise (i) provides for no relief other than the payment of monetary damages borne solely by the Indemnifying Party, in (ii) does not include any admission of wrongdoing or violation of Law on the defense part of any such claim or litigation, shall consent to entry of any judgment 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 its Affiliates and (iii) releases the Indemnified Party shall completely in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any connection with such claim by the Indemnifying Third Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseClaim.

Indemnification Procedures. In (a) Any Person entitled to be indemnified under this ARTICLE X (the case “Indemnified Party”) shall promptly give written notice to the Party from whom indemnification may be sought (the “Indemnifying Party”) of any claim asserted pending or threatened in writing Action brought by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party that has given or would reasonably be expected to give rise to such right of indemnification with respect to such Action (a “Third Party Claim”), indicating, with reasonable specificity and to the party required to provide indemnification (extent then reasonably ascertainable, the "Indemnifying Party") promptly after nature of such Third Party Claim, the purported basis therefor, a copy of any material documentation received from the third party, the amount, or estimated amount, and calculation or estimated calculation, of the Losses for which the Indemnified Party has actual knowledge is seeking or will seek under this ARTICLE X (which estimate shall not be conclusive of the final amount of such Third Party Claim), and the provisions of this Agreement or any claim as Transaction Agreement which give rise to which indemnity may be soughtsuch indemnification obligation, and the Indemnified Party shall permit promptly deliver to the Indemnifying Party any information or documentation related to the foregoing Third Party Claim reasonably requested by the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory except to the Indemnified Party, (ii) extent doing so would jeopardize any privilege or non-disclosure obligations with third parties or applicable Law). A failure by the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein of the Action in the manner required pursuant to this Section 10.03(a) shall not relieve limit or otherwise affect the obligations of the Indemnifying Party of its indemnification obligation under this Agreement ARTICLE X, except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, actually prejudiced in the defense of any such claim or litigation, shall consent to entry of any judgment 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 material respect with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be rights available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseThird Party Claim.

Indemnification Procedures. In the case of any claim Litigation asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (the "“Indemnified Party"”), notice (the “Notice”) shall be given by the Indemnified Party to the party required to provide indemnification (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtsuch Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying PartyParty and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such third party claim) to assume the defense of any third party claim or any litigation with a third party resulting therefromsuch Third Party Claim, provided provided, that (ia) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation Third Party Claim shall be reasonably satisfactory to the Indemnified Party, (ii) and the Indemnified Party may participate in such defense at such Indemnified Party's ’s expense, and (iiib) the omission by failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged prejudiced as a result of such failure to give notice. If the Indemnifying Party does not so assume the defense of such Third Party Claim within sixty (60) days of receipt of the Notice, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigationThird Party Claim, shall consent to entry of any judgment 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 an irrevocable release from all liability with respect to such claim or litigationThird Party Claim. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim Third Party Claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might would reasonably be expected to affect adversely the Indemnified Party's ’s Tax liability or (in the case of an Indemnified Party that is a Buyer Indemnitee) the ability of Buyer the Indemnified Party to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim Third Party Claim at the sole cost of the Indemnifying Party, provided provided, that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party Seller Parties and the Indemnified Party Buyer shall cooperate in the defense of any claim or litigation Third Party Claim subject to this Article IX and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In (a) If any party (the case “Indemnified Party”) receives written notice of the commencement of any action or proceeding or the assertion of any claim asserted by a third party against a party entitled to indemnification or the imposition of any penalty or assessment for which indemnity may be sought under this Agreement Article VIII (other than a Tax Claim contest, provisions for which are provided for pursuant to Section 6.11(d) hereof) (a “Third Party Claim”) and such Indemnified Party intends to seek indemnity pursuant to this Article VIII, the Indemnified Party shall promptly provide the party or parties from which indemnification is sought hereunder (the "Indemnified “Indemnifying Party")”) with written notice of such Third Party Claim, notice shall be given by stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party to give such notice will not relieve the party required Indemnifying Party from its indemnification obligations hereunder, except if and to provide indemnification the extent that the Indemnifying Party is actually prejudiced thereby (except that the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of shall not be liable for any claim as expenses incurred during the period prior to which indemnity may be sought, and the Indemnified Party shall permit the giving such notice). The Indemnifying Party (at shall be entitled to participate in the expense defense of such Indemnifying Party) a Third Party Claim and, to the extent that it wishes, to assume the defense of any third party claim or any litigation with a third party resulting therefromThird Party Claim, provided that if (i) the counsel for within 15 days from receipt of any such notice of a Third Party Claim, the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory provides written notice to the Indemnified Party, Party that the Indemnifying Party intends to undertake such defense and (ii) if the Indemnifying Party is a party to the Third Party Claim, the Indemnifying Party has not determined in good faith that joint representation would be inappropriate because of a conflict in interest. The Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Indemnified Party may in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such defense at counsel shall be paid by such Indemnified Party's expense; provided, and (iii) however, that if, in the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent good faith determination of the Indemnified Party’s counsel, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim representation by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability ’s counsel may present a conflict of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating theretointerest, the Indemnified Party shall have be entitled to participate in the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim defense thereof with counsel of its own choice at the sole cost expense of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the . The Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that fully assist and cooperate with the Indemnifying Party does not accept and its counsel in the defense or compromise of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any eventSuch assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Indemnifying Party assumes the defense of a Third Party Claim, no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld or delayed). If, however, the Indemnifying Party and elects not to assume the defense of a Third Party Claim, no compromise or settlement of such claims may be effected by the Indemnified Party without the Indemnifying Party’s consent (which shall cooperate in the defense of any claim not be unreasonably withheld or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defensedelayed).

Indemnification Procedures. (a) In the case of any claim asserted by a third party against a party Person entitled to indemnification under this Agreement (the "“Indemnified Party"”), notice shall be given by the Indemnified Party to the party Party required to provide indemnification (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge Knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party Litigation resulting therefrom, provided provided, that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation Litigation shall be reasonably satisfactory to the Indemnified Party, (ii) and the Indemnified Party may participate in such defense at such Indemnified Party's ’s expense, and (iiiii) the omission by failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such failure results in a lack of actual notice to the Indemnifying Party, and such Indemnifying Party is materially damaged prejudiced as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigationLitigation, shall consent to entry of any judgment 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 Liability with respect to such claim or litigationLitigation. In the event that (A) the Indemnified Party shall in good faith determine that the conduct of the defense of any claim or Litigation subject to indemnification hereunder or any proposed settlement of any such claim or Litigation by the Indemnifying Party might be expected to affect adversely (I) the Indemnified Party's ’s Tax liability or (II) (in the case of an Indemnified Party that is a Federated Indemnitee) the ability of a Federated Subsidiary to continue to be eligible to serve as an investment adviser or broker-dealer or the ability of Buyer Federated or a Subsidiary of Federated to maintain a Governmental Approval required for them to conduct its businesstheir respective businesses in the ordinary course, or that (B) the Indemnified 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 Indemnifying Party in respect of such claim or any litigation Litigation relating thereto, then, in either case, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation Litigation relating to any such claim or Litigation at the sole cost of the Indemnifying Party, provided provided, that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not agree to pay in full or otherwise settle such claim or litigation Litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheldwithheld or delayed; and provided, further, that the Indemnifying Party shall not be required to pay for the costs of more than one (1) counsel (i.e., law firm) on behalf of the Indemnified Parties. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand Litigation; provided, that if the Indemnified Parties do so take over and assume control, the Indemnified Party shall be entitled to not settle or agree to pay in full such claim or demandLitigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed; and provided, further, that the Indemnifying Party shall not be required to pay for the costs of more than one (1) counsel (i.e., law firm) on behalf of the Indemnified Parties. In any event, subject to entering into a mutually acceptable joint defense agreement, the Indemnifying Party and the Indemnified Party Parties shall cooperate in the defense of any claim or litigation Litigation subject to this Article IX Section 10 and the records of each shall be make available to the other others their respective applicable books and records in connection with respect to such defense.

Indemnification Procedures. In (a) If any Indemnified Party receives notice of the case assertion or commencement of any claim asserted Action made or brought by a third party against any person who is not a party entitled to this Agreement and is not an Affiliate of a party hereto (a “Third Party Claim”) and for which a party hereto may be required to provide indemnification under this Agreement (the "Indemnified an “Indemnifying Party"”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (at the expense 20) days after receipt of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense notice of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Third Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party Claim. The failure to give such prompt written notice as provided herein shall not not, however, relieve the Indemnifying Party any party of its indemnification obligation under this Agreement obligations, except and only to the extent that such Indemnifying Party party is materially damaged as a result prejudiced by reason of such failure to give noticefailure. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 Such notice 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 shall describe the Third Party Claim in good faith determine that reasonable detail and shall indicate the conduct estimated amount, if reasonably practicable, of the defense of any claim subject to indemnification hereunder Loss that has been or any proposed settlement of any such claim may be sustained by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 . The Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right right, upon written notice to the Indemnified Party within twenty (20) days after receipt from the Indemnified Party of notice of such Third Party Claim, to conduct, at all times to take over and assume control over its expense, the defensedefense against such Third Party Claim in its own name, settlement, negotiations or litigation relating to any such claim at if necessary in the sole cost name of the Indemnified Party with counsel of its own choice and reasonably acceptable to the Indemnified Party; provided, that the Indemnifying Party, provided that Party may not conduct the defense of such Third Party Claim if the Indemnified Party does so take over reasonably believes that a conflict of interest exists between the Indemnifying Party and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept elect to conduct the defense of any matter the subject Third Party Claim, then the Indemnified Party may conduct the defense of the subject Third Party Claim and the Indemnifying Party will reasonably cooperate with and make available to the Indemnified Party such assistance and materials as above providedmay be reasonably requested by the Indemnified Party. In the event that the Indemnifying Party does elect to conduct the defense of the subject Third Party Claim, then the Indemnified Party will reasonably cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it at the Indemnifying Party’s expense (subject to the Indemnifying Party and its advisors agreeing in such form as the Indemnified Party may reasonably require to keep all such materials confidential and to use it only for the purpose of investigating and defending such claim), and the Indemnified Party shall have the full right, at the Indemnified Party’s expense, to participate in the defense assisted by counsel of the Indemnified Party’s own choosing. The Indemnified Party shall have the right to defend against any such claim or demand compromise and shall be entitled to settle or agree to pay in full such claim or demand. In any event, a Third Party Claim only with the prior written consent of the Indemnifying Party and (such approval not to be unreasonably withheld, conditioned or delayed). If the Indemnified Indemnifying Party shall cooperate in conducts the defense of any claim Third Party Claim, then the Indemnifying Party shall not be entitled to compromise or litigation subject settle such Third Party Claim without the prior written consent of the Indemnified Party (such approval not to this Article IX be unreasonably withheld, conditioned or delayed); provided, that the Indemnifying Party may enter into a settlement of such Third Party Claim without the consent of the Indemnified Party if (i) pursuant to or as a result of such compromise or settlement where no injunctive or other equitable relief will be imposed against any Indemnified Party and the records settlement involves only payment of each shall be available to monetary damages by the other Indemnifying Party; and (ii) such compromise or settlement expressly, irrevocably and unconditionally releases the Indemnified Parties from all liabilities and obligations with respect to such defenseclaim, without prejudice and without any admission of wrongdoing or liability on the part of any Indemnified Party or the Company or any of the Primary Contributed Companies.

Indemnification Procedures. In (i) A party seeking indemnification pursuant to this Section 8.2 (an “Indemnified Party”) on the case basis of any a claim asserted by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), shall give prompt written notice shall be given by the Indemnified Party to the party required to provide from whom such indemnification is sought (the "“Indemnifying Party"”) promptly after of the assertion of such Indemnified Party has actual knowledge claim, or the commencement of any claim as to action, suit or proceeding brought by a third party, in respect of which indemnity may be sought, sought hereunder and the Indemnified Party shall permit will give the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation information with a third party resulting therefrom, provided that (i) the counsel for respect thereto as the Indemnifying Party who shall conduct the defense of such claim or litigation shall be may reasonably satisfactory to the Indemnified Partyrequest, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party but failure to give such notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement any liability hereunder (except and only to the extent that such the Indemnifying Party is materially damaged as has suffered actual prejudice thereby). The Indemnifying Party shall have the right (but not the obligation), exercisable by written notice to the Indemnified Party within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a result third party (other than a party or an Affiliate of any party hereto) in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume the defense and control the settlement of such failure Third Party Claim which involves (and continues to give notice. Except with involve) solely monetary damages; provided that: (a) the prior written consent Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy in full and discharge any adverse money judgment or settlement resulting from the Third Party Claim (subject to the limitations provided in this Agreement); (b) the defense of such Third Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, no have any continuing material adverse effect on the Indemnified Party’s business; (c) the Indemnifying Party, in the defense of any such claim or litigation, shall consent Party makes adequate provision to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting provide reasonable assurances to 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 shall in good faith determine that the conduct of the defense ability of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely satisfy the full amount of any adverse monetary judgment that may result; (d) such Third Party Claim could not result in criminal liability of, or equitable remedies against, the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over ; and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if (e) the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event reasonably believe that the Indemnifying Party does not accept the defense interests of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseThird Party Claim are in conflict with one another, and as a result, the Indemnifying Party could not adequately represent the interests of the Indemnified Party in such claim (the conditions set forth in clauses (a), (b), (c), (d), and (e) are collectively referred to as the “Litigation Conditions”).

Indemnification Procedures. In the case of (a) If any claim asserted by a third party against a shall notify any party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party ) with respect to the any matter which may give rise to a claim for indemnification against any other party required to provide indemnification this Agreement (the "Indemnifying Party") promptly after such Indemnified under Section 7.2 hereof (a "Third Party has actual knowledge of any claim as to which indemnity may be soughtClaim"), and then the Indemnified Party shall permit notify each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (at and then solely to the expense extent) the Indemnifying Party is thereby prejudiced by the delay. Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of such its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim (subject to the limitations set forth in Sections 7.2(c) and 7.2(d)), (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith and reasonable judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) to assume the Indemnifying Party conducts the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Third Party who shall conduct Claim actively and diligently. The Indemnified Party may participate in the defense of such claim or litigation with co-counsel of its choice to the extent that the Indemnified Party believes in its sole discretion that such matter shall affect its ongoing business; provided, however, that the reasonable fees and expenses of the Indemnified Party's counsel shall be reasonably satisfactory at the expense of the Indemnified Party unless (A) the Indemnifying Party has agreed in writing to pay such fees and expenses, (B) the Indemnifying Party has failed to assume the defense and employ counsel as provided herein or (C) a claim shall have been brought or asserted against the Indemnifying Party as well as the Indemnified Party, and such Indemnified Party shall have been advised in writing by counsel that there may be one or more factual or legal defenses available to it that are in conflict with those available to the Indemnifying Party, in which case such co-counsel shall be at the expense of the Indemnifying Party; provided, however, that the Indemnifying Party will not be required to pay the fees and expenses of more than one separate principal counsel (iiand any appropriate local counsel) for all Indemnified Parties. If, within such 15-day period, the Indemnifying Party does not assume the defense of such matter or fails to defend the matter in the manner set forth above, the Indemnified Party may participate defend against the matter in such defense at such Indemnified Party's expense, any manner that it reasonably may deem appropriate and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only may consent to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment with respect to the matter 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 matter without the event that consent of the Indemnifying Party and, subject to the limitations set forth in Sections 7.2(c) and 7.2(d), the Indemnifying Party will reimburse the Indemnified Party shall in good faith determine that promptly and periodically for the conduct costs of the defense of any defending against such claim (including reasonable attorneys' fees and expenses) and, subject to indemnification hereunder or any proposed settlement of any such claim by the limitations set forth in Sections 7.2(c) and 7.2(d), the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that will remain responsible for any Damages the Indemnified Party may have available to it one suffer resulting from, arising out of, relating to, in the nature of, or more defenses or counterclaims that are inconsistent with one or more of those that may be available caused by the claim to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, fullest extent provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseherein.

Indemnification Procedures. In (a) If any Indemnified Party receives notice of the case assertion or commencement of any action, suit, claim asserted or other legal proceeding made or brought by a third party against any Person who is not a party entitled to this Agreement (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement (Agreement, the "Indemnified Party"), Party will give the Indemnifying Party prompt written notice shall be given thereof. Such notice by the Indemnified Party will describe the Third-Party Claim in reasonable detail, will include copies of all material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have the right to participate in, or by giving written notice to the party required to provide indemnification (the "Indemnifying Indemnified Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for Third-Party Claim at the Indemnifying Party who shall conduct Party’s sole expense and by the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Indemnifying Party’s own counsel, (ii) and the Indemnified Party may participate will cooperate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept assumes the defense of any matter as above providedThird-Party Claim, the Indemnified Party shall it will have the full right to defend against take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any eventThird-Party Claim, provided that the Indemnifying Party and will not settle any Third Party Claim without providing prior notice to the Indemnified Party. The Indemnified Party shall cooperate will have the right, at its own cost and expense, to participate in the defense of any claim or litigation Third-Party Claim with counsel selected by it subject to this Article IX and the records Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party does not assume the defense of each shall any such Third Party Claim, the Indemnified Party may, but will not be available obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Third Party Claim, after giving notice of it to the other Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement will relieve the Indemnifying Party of its indemnification obligations herein provided with respect to such defenseany damages resulting therefrom.

Indemnification Procedures. In A Person that may be entitled to be indemnified under this Agreement (the case “Indemnified Party”) shall promptly notify the Party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened Action, claim asserted by or demand that the Indemnified Party has determined gives or would reasonably be expected to give rise to a third party against a party entitled to right of indemnification under this Agreement (including a pending or threatened Action, claim or demand asserted by a third Party against the "Indemnified Party", such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such Action, claim or demand to the extent then known; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is actually prejudiced by such failure. The Indemnifying Party shall be given by entitled to assume or maintain the defense of, and to settle, any Third Party Claim if the Indemnifying Party irrevocably agrees in writing to indemnify the Indemnified Party unless (a) the Third Party Claim seeks, in addition to or in lieu of monetary damages, any injunction or other equitable relief against the Indemnified Party (or any Affiliates thereof), (b) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation or (c) if the Indemnified Party (on the advice of counsel) reasonably concludes that a conflict of interests exists between the Indemnifying Party and the Indemnified Party which makes representation of both Parties inappropriate under applicable standards of professional conduct. Notwithstanding the preceding sentence, the Indemnifying Party shall not be entitled to settle any Third Party Claim without the Indemnified Party’s express written permission if (A) the settlement requires the Indemnified Party to the party required to provide indemnification make any admissions or imposes any requirements or obligations (the "Indemnifying Party"aside from standard confidentiality requirements) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to on the Indemnified Party, including, for the avoidance of doubt, the payment of money, or (iiB) the settlement does not provide for a full and irrevocable release of the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) by the omission by any third Party asserting the Third Party Claim. No Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only will consent to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 compromise with respect to such claim or litigation. In a Third Party Claim without the event that the Indemnified Party shall in good faith determine that the conduct prior written consent of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might (not to be expected to affect adversely unreasonably withheld, conditioned or delayed); provided that, notwithstanding the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating theretoforegoing, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations pay or litigation relating to settle any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not it irrevocably waives in a writing delivered to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demandindemnity therefor under this Agreement. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article ARTICLE IX and the records of each shall be available to the other with respect to such defense.MISCELLANEOUS

Indemnification Procedures. In (a) Except as provided in Article VII with respect to certain Tax matters, if any Person entitled to seek indemnification under Section 9.2 or 9.3 (an “Indemnified Party”) receives notice of the case assertion, continuation or commencement of any claim asserted Third Party Claim against such Indemnified Party and wishes to seek indemnification from any other Party (an “Indemnifying Party”) pursuant to this Agreement, the Indemnified Party shall give such Indemnifying Party reasonably prompt written notice thereof; provided, however, that if the Indemnified Party receives a complaint, petition, or any other pleading in connection with a Third Party Claim which requires the filing of an answer or other responsive pleading, the Indemnified Party shall furnish the Indemnifying Party with a copy of such pleading at least thirty (30) days prior to the date a responsive pleading thereto is required to be filed (or promptly upon receipt by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party", if the Indemnified Party receives such complaint, petition or other pleading within such thirty (30) day period), . Such notice shall be given by the Indemnified Party will describe the Third Party Claim in reasonable detail, will include copies of all available written evidence thereof, and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have the right to participate in the defense of such Third Party Claim at the Indemnifying Party’s expense, or at its option (subject to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Partylimitations set forth in this Section 9.4(a)) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above thereof; provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any eventhowever, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.that:

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "“Indemnified Party"”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's ’s expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or order, 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax ’s liability for Taxes or the ability of Buyer the Indemnified Party to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheldwithheld or delayed. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX Section 9.2 and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "“Indemnified Party"”), notice shall be given by the Indemnified Party to the party part required to provide indemnification (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such the Indemnifying Party) to assume the defense of and settle any third party claim or any litigation with a third party resulting therefrom, ; provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate (but not control) in such defense at such Indemnified Party's ’s expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the any Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such omission results in a failure of actual notice to such Indemnifying Party is materially damaged and such Indemnifying Party incurs Loss as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 completely release from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the . The Indemnified Party shall not settle such or compromise any claim or litigation by a third party for which the Indemnified Party is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party; provided, however, that with respect to any claim for indemnification by any Buyer under Section 4.8.3, consent of the Sellers to such consent Buyer’s settlement of a claim by a current or former employee of the Sellers shall not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX VII and the records of each shall be available to the other with respect to such defense. In the case of claims subject to indemnification under Section 7.1(f), such cooperation shall include assistance by the Buyers, to the extent commercially reasonable, in modifying products so as to render them non-infringing. The Indemnifying Party’s assumption of the defense of any claim or legal proceeding shall not prejudice the right of such Indemnifying Party thereafter to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted therein.

Indemnification Procedures. (a) An Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to the Indemnifying Party within the period in which such indemnification claim can be made hereunder. In the case of any event that an indemnification claim asserted involves a claim by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought(a “Third Party Claim”), and the Indemnified Party shall permit give prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third Party Claim, together with a statement of any available information regarding such Third Party Claim to the Indemnifying Party (at Party; provided, that no delay on the expense part of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in giving any such defense at such Indemnified Party's expense, and notice (iiior to include any item required to be set forth thereon in accordance with the following sentence) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its any indemnification obligation under this Agreement hereunder except and only to the extent that such failure to notify the Indemnifying Party is materially damaged as a result of such failure (or to give notice. Except include any item required to be set forth thereon in accordance with the prior written consent of following sentence) results in (i) the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim forfeiture by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified Party may have available to it one or more rights and defenses or counterclaims that are inconsistent with one or more of those that may be otherwise available to the Indemnifying Party with respect to such Third Party Claim or (ii) the Indemnifying Party is materially prejudiced by such delay. Such written notice shall set forth in respect reasonable detail the nature of the claim for which indemnification is sought, include copies of material written evidence thereof to the extent reasonably available, the provision(s) under this Agreement that provide the basis for such claim for indemnification, the amount of such Third Party Claim (if known) and the portion of such amount subject to indemnification hereunder. Subject to the proviso and the next sentence, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within fifteen (15) days after receipt from the Indemnified Party of notice of such claim (or any litigation relating theretoless if the nature of the asserted liability requires (e.g., if an answer is due with respect to a formal complaint)), to participate in or assume and control, at the Indemnifying Party’s expense, the defense against such Third Party Claim through the counsel of its choice (such counsel to be reasonably acceptable to the Indemnified Party), but if the Indemnifying Party fails to elect to assume control within such fifteen (15) day period or fails to diligently prosecute or defend such Third Party Claim, the Indemnified Party shall have the right at all times to take over and retain or assume control over the defense, settlement, negotiations or litigation relating to any of such claim Third Party Claim at the sole cost Indemnifying Party’s expense; provided, that in any case where the Seller Indemnifying Party is the Indemnifying Party, the right to assume control of such Third Party Claim is only if, (A) the Third Party Claim involves only money damages which are not reasonably expected to be in excess of the Indemnifying Party’s remaining indemnity obligations hereunder and does not seek an injunction or other equitable relief, provided that if (B) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party does so take over and assume controlParty, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, (C) to the extent that such Third Party shall Claim does not settle involve any potential criminal liability or the potential for a finding or admission of criminal wrongdoing, (D) such claim Third Party Claim is not asserted by or litigation without relate to a customer representing greater than $100,000 in revenue for the written consent prior twelve (12) months, or (E) such Third Party Claim is not asserted by any Governmental Authority or a customer of the Indemnifying Partysize specified in (D) above; provided, such consent not to be unreasonably withheld. In the event further, however, that the Indemnifying Party does not accept must first acknowledge in writing within fifteen (15) calendar days after the Indemnified Party has given notice of a Third Party Claim, its assumption of the defense of any matter as above providedsuch Third Party Claim, and its obligation to indemnify the Indemnified Party with respect to such Third Party Claim in accordance with the terms of this Article VIII. The party not controlling such Third Party Claim shall cooperate with and make available to the controlling party such assistance and materials as may be reasonably requested of it (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same), and shall have the full right at its expense to defend against any such claim participate in the defense assisted by counsel of its own choosing; provided, that if (x) there are legal defenses available to an Indemnified Party that are different from or demand and shall be entitled additional to settle those available to the Indemnifying Party; or agree to pay in full such claim or demand. In any event, (y) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall cooperate be liable for the reasonable fees and expenses of such additional counsel to the Indemnified Party as necessary to allow such defense or resolve such conflict. The party controlling such Third Party Claim shall keep the non-controlling party reasonably advised of the status of such Third Party Claim and shall consider in good faith recommendations made by the defense non-controlling party with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, the Sellers’ Representative will have the sole and exclusive right to act on behalf of the Seller Indemnified Parties with respect to any claim or litigation subject indemnification claims made pursuant to this Article IX VIII, including bringing and settling any claims hereunder and receiving any notices on behalf of the records of each shall be available to the other with respect to such defenseSeller Indemnified Parties.

Indemnification Procedures. In An Indemnified Party shall give the case applicable Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. If an Indemnified Party shall receive notice of any claim asserted by a third party, the Indemnified Party shall give the applicable Indemnifying Party notice of such third party against a party entitled to indemnification under this Agreement (claim within 30 days of the "Indemnified Party"), notice shall be given receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release such Indemnifying Party from any of its obligations under this Article VI except to the extent the indemnifying party required is materially prejudiced by such failure and shall not relieve such Indemnifying Party from any other obligation or liability that they may have to provide indemnification (any Indemnified Party otherwise than under this Article VI. If any Indemnifying Party acknowledges in writing its obligation to indemnify the "Indemnified Party hereunder against any Losses that may result from such third party claim, then such Indemnifying Party shall be entitled to assume and control the defense of such third party claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party, in its sole and absolute discretion, for the same counsel to represent both the Indemnified Party and the Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and then the Indemnified Party shall permit be entitled to retain its own counsel, in each jurisdiction for which the Indemnifying Indemnified Party (determines counsel is required, at the expense of such the Indemnifying Party) . In the event the Indemnifying Party exercises the right to assume the undertake any such defense of against any such third party claim or any litigation as provided above, the Indemnified Party shall cooperate with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, an witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense of against any such claim or litigation third party claim, the Indemnifying Party shall be reasonably satisfactory cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, (ii) at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party Party. No such third party claim may participate in such defense at such Indemnified Party's expense, and (iii) the omission be settled by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with without the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In the case Promptly after receipt by a Party seeking indemnification under this Article 11 (an “Indemnitee”) of notice of any claim asserted by a third party pending or threatened Third Party Claim against a party it, such Indemnitee shall give written notice to the Party from whom the Indemnitee is entitled to seek indemnification pursuant to this Article 11 (the “Indemnifying Party”) of the commencement thereof; provided that the failure so to notify the Indemnifying Party shall not relieve it of any liability that it may have to any Indemnitee hereunder, except to the extent the Indemnifying Party demonstrates that it is materially prejudiced thereby. Any Third Party Claim that is subject to indemnification under this Agreement (the "Indemnified Party"), notice Article 11 shall be given by the Indemnified Party brought against an Indemnitee and such Indemnitee shall give written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such commencement thereof, the Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct assume sole control of the defense thereof with counsel reasonably satisfactory to such Indemnitee and, the Indemnifying Party shall not be liable to such Indemnitee under this Article 11 for any fees of any claim subject to indemnification hereunder other counsel thereafter, in each case subsequently incurred by such Indemnitee in connection with the defense thereof. No compromise or any proposed settlement of any such claim Third Party Claim may be effected by the Indemnifying Party might without the Indemnitee’s written consent, which consent shall not be expected to affect adversely unreasonably withheld, conditioned or delayed; provided such consent shall not be required if (a) there is no finding or admission of any violation of Law or any violation of the Indemnified Party's Tax liability or the ability rights of Buyer to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those any person and no effect on any other claims that may be available to made against the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over Indemnitee and assume control over the defense, settlement, negotiations or litigation relating to any such claim at (b) the sole cost of relief provided is monetary damages that are paid in full by the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In the case of If any claim asserted by a third party against a party entitled to indemnification under this Agreement Buyers Indemnified Party or Sellers Indemnified Party (the each, an "Indemnified Party")) receives notice of any claim or the commencement of any Proceeding by any Person other than the parties to this Agreement or their Affiliates (a "Third Party Claim") with respect to which another party (each, notice shall be given by the Indemnified Party to the party required to provide indemnification (the an "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as is obligated to which indemnity may be soughtindemnify pursuant to Section 12.1 or Section 12.2, and the Indemnified Party shall permit promptly give the Indemnifying Party or Parties written notice thereof. Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of Damages that has been or may be sustained by the Indemnified Party in connection therewith. In the event of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense, appeal or settlement of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice to represent the Indemnifying Party in connection with such Third Party Claim. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel and be allowed to participate in such defense and, at the Indemnified Party's reasonable expense (provided that the Indemnifying Party shall pay the reasonable attorney's fees of separate counsel for the Indemnified Party if the Indemnified Party shall have reasonably concluded that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel), make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party, and in contesting any claim, demand or Proceeding which the Indemnifying Party defends, or, if appropriate and related to the claim, demand or Proceeding in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. The Indemnifying Party or its counsel shall keep the Indemnified Party reasonably and periodically informed as to the status of the Third Party Claim. If the Indemnifying Party fails to assume the defense, appeal or settlement of any Third Party Claim within twenty (20) Business Days after receipt of notice thereof from the Indemnified Party (or sooner if the nature of the Third Party Claim so requires), the Indemnified Party shall be entitled to undertake the defense, appeal or settlement of such Third Party Claim and, if such Third Party Claim is one for which the Indemnified Party is entitled to be indemnified under this Article 12, such defense, appeal or settlement of such Third Party Claim shall be at the expense of such the Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the . The Indemnifying Party who shall conduct obtain the defense prior written approval of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein which approval shall not relieve be unreasonably withheld) before entering into or making any settlement, compromise or admission of the Indemnifying validity of any Third Party of its indemnification obligation under this Agreement except and only Claim or any liability in respect thereof if, pursuant to the extent that such Indemnifying Party is materially damaged or as a result of such failure to give notice. Except with the prior written consent of settlement, compromise or admission, injunctive or other equitable relief would be imposed against the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "“Indemnified Party"”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom; provided, provided that (i) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party in writing, (ii) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (iiiii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, ’s expense and (iiiiv) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged prejudiced as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to the entry of any judgment 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 Liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability ’s tax Liability or the ability of Buyer the Purchaser to conduct its businessbusiness (including relationships with customers, suppliers or other parties with whom the Sellers conduct business in connection with the operation of the Business), or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party; provided, provided that if the Indemnified Party does so take over and assume CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In If Parent, Acquisition Subsidiary or the case Surviving Company, on the one hand, or the Shareholders, on the other hand (the "Indemnitee"), asserts a claim for indemnity against the other party, (the "Indemnitor"), the Indemnitee shall provide the Indemnitor with written notice of such claim, stating the amount of the Losses, if known and method of computation thereof, all with reasonable particularity and including documentary proof, if available and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that failure to so notify the Indemnitor shall not relieve the Indemnitor from any liability which it may have on account of the claim, except to the extent the Indemnitor shall have been prejudiced by such failure. If an Indemnitee shall receive notice of any claim asserted or proceeding initiated by a third party against a party entitled which is or may be subject to indemnification under this Agreement (the each, a "Indemnified PartyThird Party Claim"), the Indemnitee shall promptly give the Indemnitor written notice of such Third Party Claim; provided, however, that failure to so notify the Indemnitor shall be given by not relieve the Indemnified Indemnitor from any liability which it may have on account of the Third Party Claim, except to the party required to provide indemnification (extent the "Indemnifying Party") promptly after Indemnitor shall have been prejudiced by such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and failure. In such event the Indemnified Party Indemnitee shall permit the Indemnifying Indemnitor, at its option, to participate in the defense of such Third Party (Claim by counsel of its own choice and at its own expense. If, however, the Indemnitor acknowledges in writing its obligation to indemnify the Indemnitee hereunder against all Losses that may result from such Third Party Claim and the Indemnitee is reasonably satisfied that the Indemnitor has sufficient funds available to pay any Losses resulting from such Third Party Claim, then the Indemnitor shall be entitled, at its option, to assume and control the defense of such claim by counsel of its own choice and at its own expense, provided that the Indemnitor and its counsel shall proceed with diligence and good faith with respect thereto. Notwithstanding the foregoing, the Indemnitee shall have the right to employ separate counsel in any Third Party Claim and the fees and expenses of such counsel shall be at the expense of such Indemnifying PartyIndemnitor if (i) the Indemnitor has failed to promptly assume the defense and employ counsel or (ii) the named parties to any such Third Party Claim (including any impleaded parties) include such Indemnitee and any Indemnitor and such Indemnitee shall have been advised by its counsel that there is a conflict of interest between the Indemnitor and such Indemnitee with respect to such Third Party Claim or with respect to any legal defense which may be available; provided, however, that the Indemnitor shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel in connection with any claim or proceeding. In the event the Indemnitor exercises its right to undertake the defense of any third party claim or any litigation Third Party Claim, the Indemnitee shall cooperate with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate Indemnitor in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only make available to the extent that such Indemnifying Party is materially damaged Indemnitor witnesses, pertinent records, materials and information in its possession or under its control relating thereto as a result of such failure to give noticeare reasonably requested by the Indemnitor. Except with the prior written consent of the Indemnified Party, no Indemnifying PartySimilarly, in the defense of any such claim event the Indemnitee is, directly or litigationindirectly, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of conducting the defense of against any claim subject to indemnification hereunder or any proposed settlement of any Third Party Claim, the Indemnitor shall cooperate with the Indemnitee in such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be defense and make available to the Indemnifying Indemnitee witnesses, pertinent records, materials and information in its possession or under its control relating thereto as are reasonably requested by the Indemnitee. No Third Party in respect of such claim or any litigation relating thereto, Claim may be settled by the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation Indemnitor without the written consent of the Indemnifying PartyIndemnitee, which consent shall not be unreasonably withheld or delayed; provided, however, that the Indemnitor may settle such Third Party Claim without the consent of the Indemnitee so long as the settlement (x) includes an unconditional release of the Indemnitee, in form and substance reasonably satisfactory to the Indemnitee, from the third party claimant, (y) does not impose any liabilities or obligations on the Indemnitee and (z) with respect to any non-monetary provision of any settlement of a claim in which Parent, Acquisition Subsidiary or the Surviving Company is the Indemnitee, does not impose conditions upon the Indemnitee which, in the Indemnitee's good faith judgment, could have a material adverse effect on the business, operations, assets, properties or prospects of the Indemnitee. No Third Party Claim which is being defended in good faith by the Indemnitee alone or jointly with the Indemnitor, shall be settled by the Indemnitee without the written consent of the Indemnitor, which consent shall not be unreasonably withheld. In the event ; provided, however, that the Indemnifying Party Indemnitee may settle such claim without the consent of the Indemnitor so long as the settlement (x) includes an unconditional release of the Indemnitor, in form and substance reasonably satisfactory to the Indemnitor, from the claim by the Indemnitee and the third party claimant and (y) does not accept impose any liabilities or obligations on the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseIndemnitor.

Indemnification Procedures. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "“Indemnified Party"”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's ’s expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax ’s tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheldwithheld and counsel selected by the Indemnified Party shall be reasonably satisfactory to the Indemnifying Party. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX Section 5.2 and the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In ARTICLE 16. Each Party obligated to indemnify the case of any claim asserted by a third party against a party entitled to indemnification other Party under this Agreement (the "is referred to as an “Indemnifying Party” and each Party entitled to indemnity under this Agreement is referred to herein as an “Indemnified Party"”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the . An Indemnified Party shall permit promptly notify an Indemnifying Party of any claim, demand, action or proceeding for which indemnification will be sought under Section 6.1 above and, if such claim, demand, action or proceeding is a third-party claim, demand, action or proceeding, the Indemnifying Party (will have the right at the its expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the thereof using counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory acceptable to the Indemnified Party, (ii) the . The Indemnified Party may participate in such defense shall have the right to participate, at such Indemnified Party's its own expense, and (iii) the omission by with respect to any Indemnified Party to give notice as provided herein shall not relieve such third-party claim, demand, action or proceeding. In connection with any such third-party claim, demand, action or proceeding, the Indemnifying Party of its indemnification obligation under this Agreement except and only Indemnified Party shall cooperate with each other and provide each other with access to the extent that relevant books and records in their possession. No such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with third-party claim, demand, action or proceeding shall be settled without the prior written consent of the Indemnified Party. If a firm written offer is made to settle any such third-party claim, no demand, action or proceeding and the Indemnifying PartyParty proposes to accept such settlement and Indemnified Party refuses to consent to such settlement, in then: (a) the Indemnifying Party shall be excused from, and the Indemnified Party shall be solely responsible for, all further defense of such third-party claim, demand, action or proceeding; and (b) the maximum liability of the Indemnifying Party relating to such third-party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party on such third-party claim, demand, action or proceeding is greater than the amount of the proposed settlement. Whether or not an Indemnifying Party shall have assumed the defense of any such claim third-party claim, action, demand or litigationproceeding, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the no 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 shall admit any liability with respect to such claim to, or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder settle, compromise or any proposed settlement of discharge, any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability claim, demand, action or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of proceeding without the Indemnifying Party’s prior written consent, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party which shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter If Bxxxx is entitled to indemnification as above providedprovided herein, the Indemnified Party shall have the full right to defend against any such claim or demand and Buyer shall be entitled to settle or agree deduct and offset any Losses incurred by Buyer against any payments owing to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject Seller pursuant to this Article IX and the records of each shall be available to the other with respect to such defenseSection 2.2 above.

Indemnification Procedures. (a) In the case of event that subsequent to the Closing, any claim asserted by a third party against a party Person that is or may be entitled to indemnification under this Agreement (the "an “Indemnified Party"”) receives notice of a Legal Proceeding commenced by any Person who is not a Party or an Affiliate of a Party, including any domestic or foreign court or Governmental Authority (a “Third Party Claim”), notice shall be given by the against such Indemnified Party to the party and for which a Party is or may be required to provide indemnification under this Agreement (the "an “Indemnifying Party") promptly after ”), such Indemnified Party has actual knowledge shall give written notice thereof, together with a statement of any claim as available information regarding such Third Party Claim to which indemnity may be sought, and the Indemnified Party shall permit the such Indemnifying Party within thirty (at the expense 30) days after learning of such Indemnifying Party) Third Party Claim; provided, however, that failure to assume the defense of give such written notice within any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who particular time period shall conduct the defense of such claim or litigation shall be reasonably satisfactory to not adversely affect the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party ’s right to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such the Indemnifying Party is materially damaged as a result of such can show that the failure to give notice. Except with such notification on a timely basis adversely affected the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any ’s ability to defend such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Third 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 litigationClaim. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the The Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times upon written notice to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control(the “Defense Notice”), within thirty (30) days after receipt from the Indemnified Party shall not settle of notice of such claim Third Party Claim, to conduct, at its expense (or litigation without at the written consent Seller Members’ expense, in the case of the Indemnifying Sellers’ Representative), the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept elect to conduct the defense of any matter the subject Third Party Claim, then the Indemnified Party may conduct the defense of the subject Third Party Claim and the Indemnifying Party will cooperate with and make available to the Indemnified Party such assistance and materials as above providedmay be reasonably requested by the Indemnified Party. In the event that the Indemnifying Party does elect to conduct the defense of the subject Third Party Claim, then the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, and the Indemnified Party shall have the full right to defend against any participate in the defense assisted by counsel of its own choosing. The Party defending such claim Third Party Claim shall have the right to compromise and settle the Third Party Claim only with the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or demand delayed. In the event an Indemnifying Party has assumed the defense of and shall be entitled is defending a Third Party Claim and receives an offer to settle such Third Party Claim, and the Indemnified Party withholds its consent to such settlement or agree to pay in full such claim or demand. In any eventcompromise, the Indemnifying Party and will continue to conduct the defense of such claim, but will have no Liability to indemnify the Indemnified Party shall cooperate for such Third Party Claim in excess of the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to Losses set forth in such defensesettlement offer.

Indemnification Procedures. In the case of (a) If any claim asserted or demand is made against an Indemnified Party with respect to any matter, or any Indemnified Party shall otherwise learn of an assertion or of a potential claim, by any Person who is not a third party Party (or an Affiliate thereof) (a “Third Party Claim”) which may give rise to a claim for indemnification against a party entitled to indemnification an Indemnifying Party under this Agreement Agreement, then the Indemnified Party shall as promptly as practicable send notice in writing and in reasonable detail of the Third Party Claim (including the "factual basis for the Third Party Claim, and, to the extent known, the amount of the Third Party Claim) to (i) the Stockholder Representative, in the event the Indemnifying Party is a member of the Stockholder Group, or (ii) Buyer, in the event the Indemnifying Party is a member of the Buyer Group; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is actually prejudiced as a result thereof (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice); it being understood and agreed that the failure of the Indemnified Party to so notify the Indemnifying Party prior to settling a Third Party Claim (whether by paying a claim or executing a binding settlement agreement with respect thereto) or the entry of a judgment or issuance of an award with respect to a Third Party Claim shall constitute actual prejudice to the Indemnifying Party’s ability to defend against such Third Party Claim. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, promptly after the Indemnified Party")’s receipt thereof, notice shall be given copies of all notices and documents (including court papers) received or transmitted by the Indemnified Party relating to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Third Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defenseClaim.

Indemnification Procedures. In the case of any claim asserted by a --------------------------- third party against a party entitled to indemnification under this Agreement (the "an Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge ------------------ of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense defence of any third party claim or any litigation with a third party resulting therefrom, ; provided that (i) the counsel for the Indemnifying Party who shall conduct the defense -------- defence of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense defence at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense defence of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary non-monetary 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 shall in good faith determine that the conduct of the defense defence of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax tax liability or the ability of Buyer Indemnified Party to conduct its business, or that the Indemnified Party may have available to it one or more defenses defences or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defensedefence, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense defence of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense defence of any claim or litigation subject to this Article IX Section 4.4 and the records of each shall be available to the other with respect to such defensedefence.

Indemnification Procedures. In the case of any claim asserted for indemnification pursuant to this Agreement by a third party against a party entitled to indemnification under this Agreement (the "“Indemnified Party"”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such defense at such Indemnified Party's ’s expense, and (iiiii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation obligations under this Agreement except and only to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to the entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary non-monetary relief affecting the Indemnified Party or that where it 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 Liability with respect to such claim or litigation. In the event that the Indemnified Unless an Indemnifying Party shall in good faith determine that the conduct of elects not to assume the defense of any claim subject or to indemnification hereunder seek to settle or any proposed settlement of any compromise a third party claim, such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified 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 Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle be liable to such claim Indemnified Party under this Article 7 for any legal or litigation without other expenses subsequently incurred by such Indemnified Party in connection with the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In defense thereof; and in the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX Section 7.01(c) and the records of each shall be available to the other with respect to such defense. Upon written demand of an Indemnified Party, an Indemnifying Party shall reimburse such Indemnified Party for all direct, out of pocket Losses reasonably incurred by it in connection with investigating or defending any third party claim at the request of the Indemnifying Party in advance of its final disposition; provided, that such reimbursement need be made only upon delivery to the Indemnifying Party of an undertaking by such Indemnified Party to repay all amounts so reimbursed or advanced if it shall ultimately be determined that such Indemnified Party is not entitled to indemnification under this Article 7 or otherwise.

Indemnification Procedures. In the case of any claim asserted by a third All claims for indemnification under this Article III shall be resolved as follows: A party against a party entitled to claiming indemnification under this Agreement (the an "Indemnified Party"), notice ) shall be given by the Indemnified Party to promptly (i) notify the party required to provide from whom indemnification is sought (the "Indemnifying Party") promptly after such of any Third Party Claim asserted against the Indemnified Party has actual knowledge which could give rise to a right of any indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice ("Claim Notice") describing the nature of the Third Party Claim, a copy of all papers served with respect to such claim as to which indemnity may be sought(if any), and the basis of the Indemnified Party shall permit Party's request for indemnification under this Agreement. Within ten (10) days after receipt of any Claim Notice (the "Election Period"), the Indemnifying Party shall notify the Indemnified Party (i) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Agreement with respect to such Third Party Claim and (ii) whether the Indemnifying Party desires, at the sole cost and expense of such the Indemnifying Party) , to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of any third party claim or any litigation with a third party resulting therefromthe Third Party Claim, provided that (i) the counsel for then the Indemnifying Party who shall conduct have the defense right to defend, at its sole cost and expense, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 3.3 The Indemnifying Party shall have full control of such claim defense and proceedings including any compromise or litigation settlement thereof; provided, however, that any such compromise or settlement that imposes any material limitation on the business activities of the Enron Group or the PGE Group, as the case may be, shall be reasonably satisfactory subject to the consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). If requested by the Indemnifying Party, (ii) the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person; provided, that the Indemnifying Party shall pay the reasonable, out-of-pocket expenses incurred by the Indemnified Party in connection therewith. The Indemnified Party may participate in such in, but not control, any defense at such Indemnified Party's expense, and (iii) the omission or settlement of any Third Party Claim controlled by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under pursuant to this Agreement Section 3.3 and, except and only to the extent that such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, provided in the defense of any such claim or litigationpreceding sentence, shall consent to entry of any judgment 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 bear its own costs and expenses with respect to such claim or litigationparticipation. In If the event that Indemnifying Party fails to notify the Indemnified Party shall in good faith determine within the Election Period that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected elects to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that defend the Indemnified Party may have available pursuant to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, this Section 3.3 then the Indemnified Party shall have the right at all times to take over and assume control over defend the defenseThird Party Claim, settlement, negotiations or litigation relating to any such claim at the sole cost and expense of the Indemnifying Party. The Indemnified Party shall have full control of such defense and proceedings; provided, provided however, that if the Indemnified Party does so take over and assume may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, conditioned or delayed, any compromise or settlement of such Third Party Claim. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 3.3 and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Payments of all amounts owing by the Indemnifying Party pursuant to Sections 3.3(c) and (d) shall be made not settle later than thirty (30) days after the latest of (A) the settlement of the Third Party Claim, (B) the expiration of the period for appeal of a final adjudication of such claim Third Party Claim or litigation without (C) the written consent expiration of the period for appeal of a final adjudication of the Indemnifying Party, such consent not 's liability to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party under this Agreement. The failure to provide notice as provided in this Section 3.3 shall have the full right to defend against not excuse any such party from its continuing obligations hereunder; provided, however, any claim or demand and shall be entitled reduced by the damages resulting from such party's delay or failure to settle or agree to pay provide notice as provided in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX and the records of each shall be available to the other with respect to such defense.Section 3.3

Indemnification Procedures. (a) An Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to the Indemnifying Party within the period in which such indemnification claim can be made hereunder. In the case of any event that an indemnification claim asserted involves a claim by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought(a “Third Party Claim”), and the Indemnified Party shall permit give prompt written notice thereof together with a statement of any available information regarding such Third Party Claim to the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom, ; provided that (i) no delay on the counsel for the Indemnifying Party who shall conduct the defense part of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in giving any such defense at such Indemnified Party's expense, and (iii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its any indemnification obligation under this Agreement hereunder except and only to the extent that such the Indemnifying Party is materially damaged as prejudiced by such delay. Such written notice shall describe in reasonable detail the facts constituting the basis for such Third Party Claim and the amount of the potential Loss, in each case to the extent known. If the Indemnifying Party acknowledges in writing its obligation to fully indemnify the Indemnified Party against any and all Losses that may result from a result Third Party Claim, then other than with respect to Taxes, the Indemnifying Party shall have the right upon written notice to the Indemnified Party within fifteen (15) days after receipt from the Indemnified Party of notice of such failure claim (or less if the nature of the asserted liability requires (e.g., if an answer is due with respect to give notice. Except with a formal complaint)), to assume and conduct at its expense the prior written consent defense against such Third Party Claim through the counsel of its choice (such counsel to be reasonably acceptable to the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment 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 shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by If the Indemnifying Party might be expected fails to affect adversely the Indemnified Party's Tax liability elect to assume control within such fifteen (15) day period or the ability of Buyer fails to conduct its business, diligently prosecute or that the Indemnified defend such Third 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 Indemnifying Party in respect of such claim or any litigation relating theretoClaim, the Indemnified Party shall have the right at all times to take over and retain or assume control over the defense, settlement, negotiations or litigation relating to any of such claim Third Party Claim at the sole cost Indemnifying Party’s expense; provided, that in any case where the Stockholder Indemnifying Parties are the Indemnifying Party, the right to assume control of such Third Party Claim is only if, (A) the Third Party Claim involves only money damages which are not reasonably expected to be in excess of the Indemnifying Party’s remaining indemnity obligations hereunder and does not seek an injunction or other equitable relief, provided that if (B) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party does so take over and assume controlParty, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, (C) to the extent that such consent Third Party Claim does not to be unreasonably withheld. In involve any potential criminal liability or the event potential for a finding or admission of criminal wrongdoing, or (D) such Third Party Claim is not asserted by any Governmental Body; provided, further, however, that the Indemnifying Party does not accept must first acknowledge in writing within fifteen (15) calendar days after the Indemnified Party has given notice of a Third Party Claim, its assumption of the defense of any matter as above providedsuch Third Party Claim, and, based on the facts then known, its obligation to indemnify the Indemnified Party with respect to such Third Party Claim in accordance with the terms of this Article VIII. The party not controlling such Third Party Claim shall cooperate with and make available to the controlling party such assistance and materials as may be reasonably requested by it (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same), and shall have the full right at its expense to defend against any such claim participate in the defense assisted by counsel of its own choosing; provided, that if (i) there are legal defenses available to an Indemnified Party that are different from or demand and shall be entitled additional to settle those available to the Indemnifying Party; or agree to pay in full such claim or demand. In any event, (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party shall cooperate in that cannot be waived, the defense of any claim or litigation subject to this Article IX and the records of each Indemnifying Party shall be available liable for the reasonable fees and expenses of such counsel to the other Indemnified Party. The party controlling such Third Party Claim shall keep the non-controlling party reasonably advised of the status of such Third Party Claim and shall consider in good faith recommendations made by the non-controlling party with respect to such defensethereto.